Absent Directors. A director who is unable to attend a meeting of the Board of Directors may give advance written consent or opposition to a proposal to be acted on at the meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.
Appears in 11 contracts
Samples: And Shareholder Control Agreement (Rural Cellular Corp), BMCT Equipment Company, L.L.C., BMCT Equipment Company, L.L.C.
Absent Directors. A director who is unable to attend a meeting of the Board of Directors may give advance written consent or opposition to a proposal to be acted on at the a Board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of of, or against against, the proposal and shall be entered in the minutes or other record of action at of the meeting, meeting if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.
Appears in 6 contracts
Samples: And Shareholder Control Agreement (Medicalcv Inc), And Shareholder Control Agreement (Medicalcv Inc), Vicom Inc
Absent Directors. A director who is unable to attend a meeting of the Board of Directors Corporation may give advance written consent or opposition to a proposal to be acted on at the a Board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as the vote of a vote director present at the meeting in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Vascular Solutions Inc), Agreement and Plan of Merger (Teleflex Inc), Agreement and Plan of Merger (Minntech Corp)
Absent Directors. A director who is unable to attend a meeting Director of the Board of Directors Company may give advance written consent or opposition to a proposal to be acted on upon at the a Board meeting. If the director Director is not present at the meeting, consent or opposition to a proposal does not constitute presence at the meeting for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director Director has consented or objected.
Appears in 4 contracts
Samples: Operating Agreement (Minnesota Corn Processors LLC), Operating Agreement (Minnesota Corn Processors LLC), Operating Agreement (Minnesota Corn Processors LLC)
Absent Directors. A director who is unable to attend a meeting of the Board of Directors Director may give advance written consent or opposition to a proposal to be acted on at a meeting of the meetingBoard of Directors; provided, however, that any such consent or opposition must be signed in the United States. If the director such Director is not present at the meeting, such consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but such consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director Director has consented or objected.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Kodiak Oil & Gas (USA) Inc.), Limited Liability Company Agreement (Kodiak Oil & Gas (USA) Inc.)
Absent Directors. A director who is unable to attend a meeting of the Board of Directors Corporation may give advance written consent or opposition to a proposal to be acted on at the a Board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of of, or against against, the proposal and shall be entered in the minutes or other record of action at of the meeting, meeting if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.
Appears in 2 contracts
Samples: And Shareholder Control Agreement (Granite City Food & Brewery LTD), Granite City Food & Brewery LTD
Absent Directors. A director who is unable to attend a meeting of the Board of Directors may give advance written consent or opposition to a proposal to be acted on at the a Board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of of, or against against, the proposal and shall be entered in the minutes or other record of action at of the meeting, meeting if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.
Appears in 1 contract
Samples: Mercury Waste Solutions Inc
Absent Directors. A director who is unable to attend a meeting of the Board of Directors Director may give advance written consent or opposition to a proposal to be acted on at the a Board meeting. If the director Director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director Director has consented or objected.
Appears in 1 contract
Samples: Cal Dive International Inc
Absent Directors. A director who is unable to attend a meeting of the Board of Directors may give advance written consent or opposition to a proposal to be acted on at the a Board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of favor, or against against, the proposal and shall be entered in the minutes or other record of action at of the meeting, meeting if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.
Appears in 1 contract
Samples: And Shareholder Control Agreement (Multiband Field Services Inc)
Absent Directors. A director who is unable to attend a meeting of the Board of Directors Corporation may give advance written consent or opposition to a proposal to be acted on at the a Board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.
Appears in 1 contract
Samples: Escrow Agreement (Nortek Inc)
Absent Directors. A director who is unable to attend a meeting of the Board of Directors may give advance written consent or opposition to a proposal to be acted on at the a Board meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Dental Resources Inc)
Absent Directors. A director who is unable to attend a meeting of the Board of Directors Corporation may give advance written consent or opposition to a proposal to be acted on at the a Board of Directors meeting. If the director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.
Appears in 1 contract
