Common use of Action by Consent Clause in Contracts

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees or any committee thereof may be taken without a meeting, if a written consent of such action is signed by a majority of the Trustees then in office or a majority of the members of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Trustees or such committee.

Appears in 166 contracts

Samples: Western Funds Trust (First Western Funds Trust), Variable Insurance Trust, Frank Funds

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Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees or any committee thereof may be taken by the Trustees without a meeting, meeting if a written consent of such action is signed by a majority of the Trustees then in office (or such higher number of Trustees as would be required to act on the matter under the Declaration of Trust, these By-Laws or applicable law if a majority of meeting were held) consent to the members of such committee, as action in writing and the case may be, and such written consent is consents are filed with the minutes records of the proceedings of the Trustees or such committeeTrustees’ meetings. Such consents shall be treated as a vote for all purposes.

Appears in 31 contracts

Samples: Calamos Global Dynamic Income Fund, Calamos Global Convertible & Dynamic Income Trust, Calamos Dynamic Convertible & Income Fund

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees or any committee thereof may be taken without a meeting, if a written consent of to such action is signed by a majority of the Trustees then in office or a majority of the members of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Trustees or such committee.

Appears in 22 contracts

Samples: Calamos Advisors Trust (Calamos Advisors Trust/Il), Calamos Advisors Trust (Calamos Advisors Trust/Il), Calamos Advisors Trust (Calamos Advisors Trust/Il)

Action by Consent. Any action required or permitted to be taken at any meeting by the Board of the Trustees Directors or any by a committee thereof may be taken without a meeting, meeting if a written consent of such action is signed by a majority all members of the Trustees then board consent thereto, either in office writing or a majority of the members of such committee, as the case may beby electronic transmission, and such written consent is filed with the minutes records of the proceedings of the Trustees Company or such committee.

Appears in 15 contracts

Samples: Limited Liability Company Agreement (Nerco Coal Sales LLC), Limited Liability Company Agreement (Nerco Coal Sales LLC), Limited Liability Company Agreement (Nerco Coal Sales LLC)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees or any committee thereof Board may be taken without a meetingmeeting and without a vote, if a written consent or consents in writing (including by email), setting forth the action so taken, shall be signed by the requisite number of Directors whose consent would be needed to take such action is signed by at a majority duly-held meeting of the Trustees then in office or a majority of the members of Board at which all Directors were present (provided, that for such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Trustees or such committeepurposes an electronic signature shall be valid).

Appears in 10 contracts

Samples: Limited Liability Company Agreement (HIC San Pablo Limited, Inc.), Limited Liability Company Agreement (HIC San Pablo Limited, Inc.), Limited Liability Company Agreement (HIC San Pablo Limited, Inc.)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board or of any committee thereof may be taken without a meeting, if a written consent of such action is signed by a majority all members of the Trustees then in office Board or a majority of the members of such committee, as the case may be, and such written consent is filed with to the minutes of the proceedings of the Trustees action in writing or such committeeby electronic transmission.

Appears in 8 contracts

Samples: Lock Up Agreement (Cleantech Acquisition Corp.), Business Combination Agreement (HighCape Capital Acquisition Corp.), Business Combination Agreement (Longview Acquisition Corp.)

Action by Consent. Any action required or permitted to be taken at any meeting by the Board of the Trustees Directors or any by a committee thereof may be taken without a meeting, meeting if a written consent of such action is signed by a majority all member of the Trustees then board consent thereto, either in office writing or a majority of the members of such committee, as the case may beby electronic transmission, and such written consent is filed with the minutes records of the proceedings of the Trustees Company or such committee.

Appears in 8 contracts

Samples: Limited Liability Company Agreement (Antelope Coal LLC), Limited Liability Company Agreement (Antelope Coal LLC), Limited Liability Company Agreement (Antelope Coal LLC)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees or any committee thereof may be taken without a meeting, if a written consent of such action is signed by a majority of the Trustees then in office or a majority of the members of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Trustees or such committee.. ARTICLE 3

Appears in 6 contracts

Samples: Encompass Funds, Touchstone Strategic Trust, Touchstone Tax Free Trust

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees or any committee thereof may be taken without a meeting, if a written consent of to such action is signed by a majority of the Trustees then in office or a majority of the members of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Trustees or such committee.. 4.6

Appears in 6 contracts

Samples: Calamos Dynamic Convertible & Income Fund, Calamos Global Dynamic Income Fund, Calamos Global Total Return Fund

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board of Directors or of any committee thereof of the Board of Directors may be taken without a meeting, if a written consent of such action is signed by a majority all members of the Trustees then in office Board or a majority of the members of such committee, as the case may be, consent to the action in writing, and such the written consent is consents are filed with the minutes of the proceedings of the Trustees Board of Directors or such committeecommittee of the Board of Directors, as applicable.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Mykrolis Corp), Agreement and Plan of Merger (Mykrolis Corp), Agreement and Plan of Merger (Entegris Inc)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board or of any committee thereof may be taken without a meeting, meeting if a written consent of such action thereto is signed by a majority all members of the Trustees then in office Board or a majority of the members of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Trustees Board or such committee.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (ONEOK Partners LP), Limited Liability Company Agreement (ONEOK Partners LP), Limited Liability Company Agreement (ONEOK Partners LP)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board of Directors, or of any committee thereof thereof, may be taken without a meeting, if prior to such action a written consent of such action or consents thereto is signed by a majority all members of the Trustees then in office Board of Directors, or a majority of the members of such committee, committee as the case may be, and such written consent or consents is filed with the minutes of the proceedings of the Trustees Board of Directors or such committee, as applicable.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Chembio Diagnostics, Inc.), Business Combination Agreement and Plan of Reorganization (Novus Capital Corp), Business Combination Agreement and Plan of Reorganization (Tortoise Acquisition Corp.)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees or any committee thereof Board may be taken without a meetingmeeting and without a vote, if a written consent of such or consents in writing (including by email), setting forth the action is so taken, shall be signed by a majority all of the Trustees then in office or a majority of the members of Directors (provided, that for such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Trustees or such committeepurposes an electronic signature shall be valid).

Appears in 3 contracts

Samples: Limited Liability Company Agreement (DTWC Spokane City Center SPE, LLC), Limited Liability Company Agreement (DTWC Spokane City Center SPE, LLC), Limited Liability Company Agreement (Hilton Grand Vacations Management, LLC)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board of Directors or of any committee thereof may be taken without a meeting, if a written consent of such action is signed by a majority all members of the Trustees then in office Board of Directors or a majority of the members of such committee, as the case may be, consent to the action in writing or by electronic transmission, and such the written consent is consents or electronic transmissions are filed with the minutes of the proceedings of the Trustees Board of Directors or such committee.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Cornerstone Therapeutics Inc), Agreement and Plan of Merger (Workstream Inc), Agreement and Plan of Merger (Workstream Inc)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board or of any committee thereof may be taken without a meeting, meeting if a written consent of such action or consents thereto is signed by a majority all members of the Trustees then in office Board or a majority of the members of such committee, as the case may be, and such written consent is or consents are filed with the minutes of the proceedings of the Trustees Board or such committee.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Bergen Brunswig Corp), Agreement and Plan of Merger (Bergen Brunswig Corp), Arm Financial Group Inc

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board of Managers or of any committee thereof may be taken without a meeting, if a written consent of such action is signed by a majority all members of the Trustees then in office Board of Managers or a majority of the members of such committee, as the case may be, consent thereto in writing, and such written consent is the writing or writings are filed with the minutes of the proceedings of the Trustees Board of Managers or such committee, as the case may be.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Bioventus Inc.), Limited Liability Company Agreement (Bioventus Inc.)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board of Directors or of any committee thereof of the Board of Directors may be taken without a meeting, if a written consent of such action is signed by a majority all members of the Trustees then in office Board or a majority of the members of such committee, as the case may be, consent to the action in writing, and such the written consent is consents are filed with the minutes of the proceedings of the Trustees Board or such committee.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Nuvera Fuel Cells Inc

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Management Committee or of any committee thereof may be taken without a meeting, meeting if a written consent of such action thereto is signed by a majority all members of the Trustees then in office Management Committee or a majority of the members of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Trustees Management Committee or such committee.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Multimedia Games Inc), Limited Liability Company Agreement (Multimedia Games Inc)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board or of any committee thereof may be taken without a meeting, meeting if a written consent of such action thereto is signed by a majority all members of the Trustees then in office Board or a majority of the members of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Trustees Board or such committee.

Appears in 2 contracts

Samples: Subscription and Organizational Agreement (Alterra Healthcare Corp), Purchase Agreement (Alterra Healthcare Corp)

Action by Consent. Any action required or permitted to be taken at any ----------------- meeting of the Trustees or any committee thereof may be taken without a meeting, if a written consent of such action is signed by a majority of the Trustees then in office or a majority of the members of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Trustees or such committee.

Appears in 2 contracts

Samples: Ameriprime Funds, Ameriprime Advisors Trust

Action by Consent. Any action required or permitted to be taken at ----------------- any meeting of the Trustees Board of Directors or of any committee thereof of the Board of Directors may be taken without a meeting, if a written consent of such action is signed by a majority all members of the Trustees then in office Board or a majority of the members of such committee, as the case may be, and consent to the action in writing. Any such written consent is consents shall be filed with the minutes of the proceedings of the Trustees Board or such committee.

Appears in 2 contracts

Samples: Stockholder Agreement (Mattson Technology Inc), Agreement and Plan of Merger (DSP Technology Inc)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board of Directors, or of any committee thereof thereof, may be taken without a meeting, if prior to such action a written consent of such action or consents thereto is signed by a majority all members of the Trustees then in office Board, or a majority of the members of such committee, committee as the case may be, and such written consent or consents is filed with the minutes of the proceedings of the Trustees Board or such committee.

Appears in 2 contracts

Samples: Operating Agreement (Upc Polska Inc), Operating Agreement (Upc Polska LLC)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees or any committee thereof may be taken without a meeting, if a written consent of to such action is signed by a majority of the Trustees then in office or a majority of the members of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Trustees or such committee.. 2.9

Appears in 2 contracts

Samples: Calamos Investment Trust/Il, Calamos Advisors Trust/Il

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board or of any committee thereof may be taken without a meeting, meeting if a written consent of such action thereto is signed by a majority all members of the Trustees then in office Board or a majority of the members of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Trustees Board or committee. Such action by written consent shall have the same force and effect as a unanimous vote of such committeedirectors.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Willis Lease Finance Corp)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees or any committee thereof of the Board of Directors may be taken without a meeting, meeting if a written consent thereto shall be signed by all members of the committee then in office, provided that the number of such action members is signed by sufficient to constitute a majority of the Trustees then in office or a majority of the members of quorum for such committeeaction, as the case may beif any, and such written consent is filed with the minutes of the proceedings of the Trustees or such committeeits proceedings.

Appears in 1 contract

Samples: Employment Agreement (Bayard Drilling Technologies Inc)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board or of any committee thereof may be taken without a meeting, meeting if a written consent of such action thereto is signed by a majority all members of the Trustees then in office Board or a majority of the members of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Trustees Board or such committee.

Appears in 1 contract

Samples: Investment Agreement (Globalstar Lp)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Supervisory Committee or of any sub-committee thereof may be taken without a meeting, if a written consent all Supervisory Committee Members or sub-committee members, as the case may be, shall have consented thereto in writing, and the writing or writings are filed with the minutes of such action is signed by a majority proceedings of the Trustees then in office Supervisory Committee or a majority of the members of such sub-committee, as the case may be, and such . Any request for written consent is filed with shall be accompanied by appropriate background information regarding the minutes of the proceedings of the Trustees or such committeematters to be acted upon.

Appears in 1 contract

Samples: Joint Venture Agreement (Tioxide Americas Inc)

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Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board of Directors or of any committee thereof may be taken without a meeting, meeting if a written consent of such action thereto is signed by a majority of the Trustees then in office or a majority of all the members of such the Board of Directors or the committee, as the case may be, and such written consent is filed with the minutes records of the proceedings meetings of the Trustees Board of Directors. Such consent shall be treated as a vote of the Board of Directors or such the committee, as the case may be, for all purposes.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Physicians Specialty Corp)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board of Directors or of any committee thereof may be taken without a meeting, if a written consent of such action thereto is signed by a majority all members of the Trustees then in office Board of Directors or a majority of the members of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Trustees Board of Directors or such committee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hanover Direct Inc)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board of Trustees, or of any committee thereof as provided in Article III, may be taken without a meeting, if a written consent of such action is consents are signed by a majority each trustee of the Board of Trustees then in office or a majority of the members each member of such committee, as the case may be, and such . Such written consent is consents shall be filed with the minutes of the proceedings of the Board of Trustees or such a committee, as the case may be.

Appears in 1 contract

Samples: Charter School Agreement

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board of Trustees, or of any committee thereof as provided in Article III, may be taken without a meeting, if a written consent of such action is consents are signed by a majority each trustee of the Board of Trustees then in office or a majority of the members each member of such committee, as the case may be, and such . Such written consent is consents shall be filed with the minutes of the proceedings of the Board of Trustees or such a committee.

Appears in 1 contract

Samples: Charter School Agreement

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board of Directors or of any committee thereof may be taken without a meeting, if a written consent of such action is signed by a majority all members of the Trustees then in office Board or a majority of the members of such committee, as the case may be, consent to the action in writing or by electronic transmission, and such the written consent is consents or electronic transmissions are filed with the minutes of the proceedings of the Trustees Board or such committee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Robcor Properties Inc)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board of Directors or of any committee thereof of the Board of Directors may be taken without a meeting, if a written consent all members of such action is signed by the Board (provided that a majority of the Trustees total number of directors shall then be in office office) or a majority of the members of such committee, as the case may be, consent to the action in writing, and such the written consent is consents are filed with the minutes of the proceedings of the Trustees Board or such committee.

Appears in 1 contract

Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Directors or of any committee thereof may be taken without a meeting, if prior to such action a written consent of to such action is signed by a majority all members of the Trustees then in office Board or a majority of the members of such committee, committee as the case may be, and such written consent is filed with the minutes of the proceedings of the Trustees Board or such committee.

Appears in 1 contract

Samples: Operating Agreement (Imax Corp)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board of Trustees, or any committee thereof thereof, may be taken without a meeting, meeting if a written consent of such action is signed by a majority all members of the Board of Trustees then in office or a majority of the members of such committee, committee (as the case may be) consent thereto in writing, and such written consent is the writing or writings are filed with the minutes of the proceedings of the Trustees Board of Trustees, or such committee, except as otherwise provided in the 1940 Act.

Appears in 1 contract

Samples: Investment Sub Advisory Agreement (Forward Funds)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board of Directors or of any committee thereof of the Board of Directors may be taken without a meeting, meeting if a written consent of to such action is signed by a majority all members of the Trustees then in office Board of Directors or a majority of any committee of the members Board of such committeeDirectors, as the case may be, and such written consent is filed with the minutes of the proceedings of the Trustees or such committeeits proceedings.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Independence Holding Co)

Action by Consent. Any action required or permitted to be taken at ----------------- any meeting of the Trustees or any committee thereof may be taken without a meeting, if a written consent of to such action is signed by a majority of the Trustees then in office or a majority of the members of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Trustees or such committee.

Appears in 1 contract

Samples: Goldman Sachs Trust

Action by Consent. Any action required or permitted to be taken at any a Master and/or Charter Members' or full Members’ meeting of the Trustees or any committee thereof may be taken without a meeting, meeting if a written consent of such the action is taken by all the Members entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by a majority the Founding Member or all of the Trustees then in office or a majority of the members of such committeeMembers, as applicable, entitled to vote on the case may beaction, and such written consent is filed with delivered to the minutes of Company for inclusion in the proceedings of the Trustees or such committeeminutes.

Appears in 1 contract

Samples: Operating Agreement

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board, or of any committee thereof thereof, may be taken without a meeting, if consented to in Writing by Managers possessing the authority to approve such action if a written consent vote to approve such action had instead been taken at a meeting of the Board, in which event a copy of such action is signed by a majority of consent shall promptly be given to all Managers and the Trustees then in office Writing or a majority of the members of such committee, as the case may be, and such written consent is Writings or electronic transmission or transmissions shall be filed with the minutes of the or proceedings of the Trustees Board or such committee.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Kensington Capital Acquisition Corp.)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board of Managers or of any committee subcommittee thereof may be taken without a meeting, if a written consent of such action is signed by a majority all members of the Trustees then in office Board of Managers (excluding, for the avoidance of doubt, the Non-Voting Appointee) or a majority of the members of such committeesubcommittee, as the case may be, consent thereto in writing, and such written consent is the writing or writings are filed with the minutes of the proceedings of the Trustees Board of Managers or such committeesubcommittee, as the case may be.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Express Parent LLC)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees or any committee thereof thereof, other than actions that the 1940 Act requires to be taken at an in-person meeting, may be taken without a meeting, if a written consent of such action is signed by a majority of the Trustees then in office or a majority of the members of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Trustees or such committee.

Appears in 1 contract

Samples: Ultimus Managers Trust

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees or any committee thereof may be taken without a meeting, if a written consent of such action is signed by a majority of the Trustees then in office or a majority of the members of such committee, as the case may bebe (or such larger or different number as may be required by the Investment Company Act of 1940, as amended, other applicable law, or by express provisions of the Declaration of Trust or these By-Laws), and such written consent is filed with the minutes of the proceedings of the Trustees or such committee.

Appears in 1 contract

Samples: Capitol Series Trust

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Executive Committee or of any committee thereof of the Executive Committee (as specifically permitted in Section 7.01(k)) may be taken without a meeting, if a written consent of such action is signed by a majority all members of the Trustees then in office Executive Committee or a majority of the members of such committee, as the case may be, consent to the action in writing, and such the written consent is consents are filed with the minutes of the proceedings of the Trustees Executive Committee or such committee.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Mill Road Capital, L.P.)

Action by Consent. Any action required or permitted to be taken at any meeting of the Trustees Board of Directors or of any committee thereof of the Board of Directors may be taken without a meeting, if a written consent of such action is signed by a majority all members of the Trustees then in office Board or a majority of the members of such committee, as the case may be, and consent to the action in writing. Any such written consent is consents shall be filed with the minutes of the proceedings of the Trustees Board or such committee.

Appears in 1 contract

Samples: Guaranty (Maxtor Corp)

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