Common use of Action by Written Consent or Telephone Conference Clause in Contracts

Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Management Committee or any committee designated by the Management Committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a majority of the Representatives or representatives of such other committee, as the case may be. Such consent shall have the same force and effect as a vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Management Committee or any such other committee, as the case may be. Subject to the requirements of this Agreement for notice of meetings, the Representatives, or representatives of any other committee designated by the Management Committee, may participate in and hold a meeting of the Management Committee or any such other committee, as the case may be, by means of a conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Appears in 12 contracts

Samples: Limited Liability Company Agreement (Michael Foods Inc/New), Limited Liability Company Agreement (Michael Foods Inc/New), Limited Liability Company Agreement (Birds Eye Foods, Inc.)

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Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Management Committee Board of Managers or of any committee designated by the Management Committee Board of Managers may be taken without a meeting meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action to be so taken, is signed by a majority quorum of the Representatives or representatives of such other committee, Managers as the case may beset forth in Section 9.7(e). Such consent shall have the same force and effect as a vote taken at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware, and the execution of such consent or consents shall constitute attendance or presence in person at a meeting of the Management Committee Board of Managers or any such other committee, as the case may be. A telegram, telex, cablegram or similar transmission by a person, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a person, shall be regarded as signed by that person for the purposes of this Section 9.7(f). Subject to the requirements of this Agreement for notice of meetingsthe Act, the RepresentativesCertificate of Formation or this Agreement, the Board of Managers, or representatives members of any other committee designated by the Management CommitteeBoard of Managers, may participate in and hold a meeting of the Management Committee Managers or any such other committeecommittee of Managers, as the case may be, by means of a conference telephone or similar communications equipment by means of which all Persons persons participating in the meeting can speak to and hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Appears in 4 contracts

Samples: Asset Purchase and Contribution Agreement (Liquidmetal Technologies Inc), Operating Agreement (Liquidmetal Technologies Inc), Operating Agreement (Liquidmetal Technologies Inc)

Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Management Committee or any committee designated by the Management Committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a majority of the Representatives or representatives members of such other committee, as the case may be. Such consent shall have the same force and effect as a vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Management Committee or any such other committee, as the case may be. Subject to the requirements of this Agreement for notice of meetings, the Representatives, or representatives of any other committee designated by the Management Committee, may participate in and hold a meeting of the Management Committee or any such other committee, as the case may be, by means of a conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Nortek Inc), Limited Liability Company Agreement (NTK Holdings, Inc.), Limited Liability Company Agreement (Nortek Inc)

Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Management Committee Managers or any committee designated by the Management Committee Managers may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a majority of the Representatives Managers or representatives members of such other committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Management Committee Managers or any such other committee, as the case may be. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the RepresentativesCertificate, Managers or representatives members of any other committee designated by the Management Committee, Managers may participate in and hold a meeting of the Management Committee Managers or any such other committeecommittee of Managers, as the case may be, by means of a conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Appears in 2 contracts

Samples: Operating Agreement (Maverick Oil & Gas, Inc.), Operating Agreement (Touchstone Resources Usa, Inc.)

Action by Written Consent or Telephone Conference. Any action permitted or required by the Delaware Act, the Certificate or this Agreement to be taken at a meeting of the Management Committee Board or any committee designated by the Management Committee Board may be taken without a meeting meeting, without notice and without a vote if a consent in writing, setting forth the action to be taken, is signed by a majority of all Managers than serving on the Representatives or representatives of such other committee, as the case may beBoard. Such consent shall have the same force and effect as a vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Management Committee Board or any such other committee, as the case may be. Subject to the requirements of the Delaware Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the RepresentativesCertificate, the Managers or representatives members of any other committee designated by the Management Committee, Board may participate in and hold a meeting of the Management Committee Board or any such other committee, as the case may be, by means of a conference telephone or similar communications equipment by means of which all Persons persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Emmis Communications Corp), Limited Liability Company Agreement (Emmis Communications Corp)

Action by Written Consent or Telephone Conference. Any action permitted or required by the Delaware Act, the Certificate or this Agreement to be taken at a meeting of the Management Committee Board or any committee designated by the Management Committee Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a majority of all the Representatives Managers or representatives members of such other committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Management Committee Board or any such other committee, as the case may be. Subject to the requirements of the Delaware Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the RepresentativesCertificate, the Managers or representatives members of any other committee designated by the Management Committee, Board may participate in and hold a meeting of the Management Committee Board or any such other committee, as the case may be, by means of a conference telephone or similar communications equipment by means of which all Persons persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Solera Holdings LLC), Limited Liability Company Agreement (Appliance Warehouse of America Inc)

Action by Written Consent or Telephone Conference. Any Subject to the limitations set forth herein, any action permitted or required by the Act, the Certificate Delaware Act or this Agreement to be taken at a meeting of the Management Committee Board or any committee Committee designated by the Management Committee Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed unanimously by a majority of the Representatives Board or representatives of such other committeeCommittee, as the case may be. Such consent shall have the same force and effect as a vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware, and the execution of such consent shall constitute attendance or presence in person by such person executing such consent at a meeting of the Management Committee Board or any such other committeeCommittee, as the case may be. Subject to the requirements of the Delaware Act or this Agreement for notice of meetings, the Representatives, Managers or representatives the members of any other committee Committee designated by the Management Committee, Board may participate in and hold a meeting of the Management Committee Board or any such other committeeCommittee, as the case may be, by means of a conference telephone or similar communications equipment by means of which all Persons persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person by such person participating at such meeting, except where a Person person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Appears in 1 contract

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

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Action by Written Consent or Telephone Conference. Any Subject to the limitations set forth herein, any action permitted or required by the Act, the Certificate Delaware Act or this Agreement to be taken at a meeting of the Management Committee Board or any committee Committee designated by the Management Committee Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed unanimously by a majority of the Representatives Board or representatives of such other committeeCommittee, as the case may be. Such consent shall have the same force and effect as a vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware, and the execution of such consent shall constitute attendance or presence in person by such person executing such consent at a meeting of the Management Committee Board or any such other committeeCommittee, as the case may be. Subject to the requirements of the Delaware Act or this Agreement for notice of meetings, the Representatives, Directors or representatives the members of any other committee Committee designated by the Management Committee, Board may participate in and hold a meeting of the Management Committee Board or any such other committeeCommittee, as the case may be, by means of a telephone conference telephone or similar communications equipment by means of which all Persons persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person by such person participating at such meeting, except where a Person person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Management Committee or any committee designated by the Management Committee may be taken without a meeting if a consent in writingwriting (or delivered by electronic mail), setting forth the action to be taken, is signed (or provided by electronic mail) by a majority of the Representatives or representatives of such other committee, as the case may be. Such consent shall have the same force and effect as a vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Management Committee or any such other committee, as the case may be. Subject to the requirements of this Agreement for notice of meetings, the Representatives, or representatives of any other committee designated by the Management Committee, may participate in and hold a meeting of the Management Committee or any such other committee, as the case may be, by means of a conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Civitas Solutions, Inc.)

Action by Written Consent or Telephone Conference. Any action permitted or required by the Delaware Act, the Certificate or this Operating Agreement to be taken at a meeting of the Management Committee Board or any committee designated by the Management Committee Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a majority of all the Representatives Managers or representatives members of such other committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Management Committee Board or any such other committee, as the case may be. Subject to the requirements of the Delaware Act, the Certificate or this Operating Agreement for notice of meetings, unless otherwise restricted by the RepresentativesCertificate, the Managers or representatives members of any other committee designated by the Management Committee, Board may participate in and hold a meeting of the Management Committee Board or any such other committee, as the case may be, by means of a conference telephone or similar communications equipment by means of which all Persons persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Appears in 1 contract

Samples: Operating Agreement (Metaldyne Corp)

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