Consent in Lieu of a Meeting Clause Samples

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Consent in Lieu of a Meeting. Partners may consent in writing to any action of the Partnership in lieu of a meeting provided that at least of the partnership interests have agreed in writing to the action. All Partners must be notified of the action proposed to be taken by written notice as set forth in Paragraph 11and any Partner may request that such action shall not be taken without a meeting. If there is no meeting requested on a written action, the action shall be effective within ten days of the Partnership receiving the requisite consents.
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Consent in Lieu of a Meeting. Except for the election of Directors, stockholders can without a meeting undertake any business that would otherwise require a meeting if authorized by the written consent of stockholders holding a majority of voting power, unless state law or the Articles of Incorporation require a higher voting percentage. Written consent in lieu of a meeting shall take the form of a document signed by the stockholders holding a majority of the shares setting forth the action taken. If the consent is less than unanimous, notice of the action taken shall be provided to stockholders who have not consented in writing.
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Consent in Lieu of a Meeting. Pursuant to sections 141(f), 228, and 242 of the Delaware General Company Law and the Company's By-laws, the undersigned stockholders (including Stockholders holding the requisite number of shares of any class or series entitled to a class vote, as appropriate) and the Directors hereby consent to the following resolutions without the necessity of calling or holding a formal meeting of the Stockholders and Directors and direct the Secretary of the Company ("Secretary") to file a copy of this Agreement with the minutes of the Company: APPROVAL OF MATTERS RELATED TO THIS OMNIBUS CONSENT, WAIVER, AND AMENDMENT AGREEMENT RESOLVED: That, it is in the best interests of the Company to enlarge the Board of Directors to nine (9) members.
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Related to Consent in Lieu of a Meeting

  • Notice of a Meeting Notice of a meeting called pursuant to Section 13.4 shall be given to the Record Holders of the class or classes of Units for which a meeting is proposed in writing by mail or other means of written communication in accordance with Section 16.1. The notice shall be deemed to have been given at the time when deposited in the mail or sent by other means of written communication.

  • Kick-off Meeting The goal of this subtask is to establish the lines of communication and procedures for implementing this Agreement. • Attend a “Kick-off” meeting with the CAM, the Commission Agreement Officer (CAO), and any other Energy Commission staff relevant to the Agreement. The Recipient will bring its Project Manager and any other individuals designated by the CAM to this meeting. The administrative and technical aspects of the Agreement will be discussed at the meeting. Prior to the meeting, the CAM will provide an agenda to all potential meeting participants. The meeting may take place in person or by electronic conferencing (e.g., WebEx), with approval of the CAM. The administrative portion of the meeting will include discussion of the following: o Terms and conditions of the Agreement; o Administrative products (subtask 1.1); o CPR meetings (subtask 1.3); o Match fund documentation (subtask 1.7); o Permit documentation (subtask 1.8); o Subcontracts (subtask 1.9); and o Any other relevant topics. The technical portion of the meeting will include discussion of the following: o The CAM’s expectations for accomplishing tasks described in the Scope of Work;

  • Shareholder Action by Written Consent without a Meeting Any action which may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such consents shall be filed with the secretary of the Trust and shall be maintained in the Trust’s records. Any Shareholder giving a written consent or the Shareholder’s proxy holders or a transferee of the Shares or a personal representative of the Shareholder or its respective proxy-holder may revoke the consent by a writing received by the secretary of the Trust before written consents of the number of Shares required to authorize the proposed action have been filed with the secretary. If the consents of all Shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such Shareholders shall not have been received, the secretary shall give prompt notice of the action taken without a meeting to such Shareholders. This notice shall be given in the manner specified in the By-Laws.

  • Special Meeting Special meetings of the stockholders may be called only by such persons and only in such manner as set forth in the Certificate of Incorporation. No business may be transacted at any special meeting of stockholders other than the business specified in the notice of such meeting. The Board may postpone, reschedule or cancel any previously scheduled special meeting of stockholders.

  • Shareholder Meeting (a) The first sentence of Section 6.2(a) of the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with applicable Law, including amending any disclosure document to be delivered to holders of ▇▇▇▇▇ Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Mercury shall, in consultation with ▇▇▇▇▇, in accordance with applicable Law and the Mercury Organizational Documents, (i) establish a record date for, duly call and give notice of a meeting of the holders of Mercury Voting Common Stock (the “Mercury Shareholder Meeting”) at which meeting Mercury shall seek the Required Mercury Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and (ii) convene and hold the Mercury Shareholder Meeting.” (b) The first sentence of Section 6.2(b) of the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with the DLLCA, the ▇▇▇▇▇ LLC Agreement and applicable Law, including amending any disclosure document to be delivered to holders of ▇▇▇▇▇ Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), ▇▇▇▇▇ shall, in consultation with Mercury, in accordance with applicable Law and the ▇▇▇▇▇ LLC Agreement, (i) establish a record date for, duly call and give notice of a meeting of the holders of ▇▇▇▇▇ Common Shares (the “▇▇▇▇▇ Shareholder Meeting”) at which meeting ▇▇▇▇▇ shall seek the Required ▇▇▇▇▇ Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and (ii) convene and hold the ▇▇▇▇▇ Shareholder Meeting.” (c) The following is hereby added as a new Section 6.2(d) of the Merger Agreement: (d) Unless otherwise agreed to by Mercury and ▇▇▇▇▇, the Mercury Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 11:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(a)), which new date, time and place shall be announced at the Mercury Shareholder Meeting before adjournment. Unless otherwise agreed to by Mercury and ▇▇▇▇▇, the ▇▇▇▇▇ Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 9:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(b)), which new date, time and place shall be announced at the ▇▇▇▇▇ Shareholder Meeting before adjournment.” Unless otherwise agreed to by Mercury and ▇▇▇▇▇, the record date for the Mercury Shareholder Meeting and the ▇▇▇▇▇ Shareholder Meeting shall continue to be July 18, 2014 (subject to any change required by applicable Law, the Mercury Organizational Documents or the ▇▇▇▇▇ LLC Agreement, as applicable or to address any oral or written comments made by the SEC).