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 Board or any committee designated by the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by not less than the minimum number of Directors or members of such committee, as the case may be, that would be necessary to take such action at a meeting at which all Directors or members of such committee, as the case may be, were present and voted. 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 Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board or any such committee, as the case may be. Prompt notice of the taking of any action without a meeting by less than unanimous written consent will be given to those Directors or members of such committee, as applicable, who did not consent in writing to such action. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Directors or members of any committee designated by the Board may participate in and hold a meeting of the Board or any committee of Directors, 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.

Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Delaware Certificate or this Agreement to be taken at a meeting of the Board or any committee designated by the Board thereof may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by not less than the minimum number of Directors or members of such committee, as the case may be, that whose approval would be necessary to take required if such action was taken at a meeting meeting, and the writing is filed with the minutes of proceedings of the Board or committee thereof; provided, that, for so long as each of the Harbinger Member and the EXCO Member has the right to designate at which all Directors or members least one Director pursuant to Section 5.3(a), such written consent shall also require the signatures of such committee, as the case may be, were present at least one Harbinger Director and votedone EXCO Director. 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 DelawareState, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board or any such committee, as the case may be. Prompt notice of the taking of any action without a meeting by less than unanimous written consent will be given to those Directors or members of such committee, as applicable, who did not consent in writing to such actioncommittee thereof. Subject to the requirements of the Act, the Delaware Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Directors or members of any committee designated by the Board may participate in and hold a meeting of the Board or any committee of Directors, as the case may be, thereof 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 Director 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 convenedconvened or is not called or convened in accordance with this 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 Board or at a meeting of any committee designated by the Board and any action pursuant to Section 3.3(e) may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by not less than all of the minimum number Managers entitled to vote thereon, all of Directors or the members of such committeecommittee entitled to vote thereon or all of the Managers designated by Walgreens as contemplated by Section 3.3(e), as the case may be. For purposes of the foregoing, an action shall be deemed to have been taken in writing via email communication if (a) an email communication is sent to the Managers entitled to vote on the matter at issue clearly specifying the action to be taken and clearly stating that would an email response to such email shall be necessary deemed to take such action at a meeting at which be an email communication for purposes of this Section 3.5, (b) all Directors or members of such committeeManagers so respond to such email resulting in either a vote in favor or disfavor of the action(s), as and (c) such email and all such responses thereto are filed with the case may be, were present and votedminutes of the meeting of the Board. 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 Board or any such other committee, as the case may be. Prompt notice of the taking of any action without a meeting by less than unanimous written consent will be given to those Directors or members of such committee, as applicable, who did not consent in writing to such action. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the CertificateManagers, the Directors or members of any other committee designated by the Board Board, may participate in and hold a meeting of the Board or any committee of Directorssuch 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.

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 Board or any committee designated by the Board Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by not such of the Members (including Members necessary to establish a quorum for the purpose of conducting business) as shall be required to authorize, approve, ratify or otherwise consent to such action under the Delaware Act and this Agreement (which may be less than all of the minimum number Members, in which event a copy thereof shall be sent to each of Directors or members of such committee, as the case may be, that would be necessary to take such action at a meeting at which all Directors or members of such committee, as Members who did not sign the case may be, were present and votedconsent). 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 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 Board or any such committee, as the case may be. Prompt notice of the taking of any action without a meeting by less than unanimous written consent will be given to those Directors or members of such committee, as applicable, who did not consent in writing to such actionMembers. Subject to the requirements of the Act, the Certificate Delaware Act or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Directors or members of any committee designated by the Board Members may participate in and hold a meeting of the Board or any committee of Directors, as the case may be, Members 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 by such person participating 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.

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 Board or any committee designated by the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by not less than the minimum number of Directors Managers or members of such committee representing a majority of the voting power of the Board or such committee, as the case may be, that would be necessary to take such action at a meeting at which all Directors or members of such committee, as the case may be, were present and voted. 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 Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board or any such committee, as the case may be. Prompt notice of the taking of any action without a meeting by less than unanimous written consent will be given to those Directors or members of such committee, as applicable, who did not consent in writing to such action. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Directors Managers or members of any committee designated by the Board may participate in and hold a meeting of the Board or any committee of DirectorsManagers, 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.

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 Board Management Committee or any committee designated by the Board Management Committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by not less than a majority of the minimum number Representatives of Directors the Management Committee, so long as such majority includes at least two VCP Representatives, or members a majority of the representatives of such other committee, so long as the case may be, that would be necessary to take such action majority includes at a meeting at which all Directors or members of such committee, as the case may be, were present and votedleast one VCP Representative. 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 Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board Management Committee or any such other committee, as the case may be. Prompt notice of the taking of any action without a meeting by less than unanimous written consent will be given to those Directors or members of such committee, as applicable, who did not consent in writing to such action. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the CertificateRepresentatives, the Directors or members representatives of any other committee designated by the Board Management Committee, may participate in and hold a meeting of the Board Management Committee or any committee of Directorssuch 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.

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 Board or any committee designated by the 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 not less than the minimum number of Directors Managers or members of such committee, as the case may be, that would be necessary have at least the number of votes required to take such action at a meeting of the Board if all Managers were present at which all Directors or members such Meeting; provided that, unless such action is being taken in urgent and/or emergency circumstances (as reasonably determined by any Investor Manager), at least 24 hours' prior notice of such committee, as the case may be, were present and votedaction shall be provided to each Manager. 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 Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board or any such committee, as the case may be. Prompt notice of the taking of any action without a meeting by less than unanimous written consent will be given to those Directors or members of such committee, as applicable, who did not consent in writing to such action. Subject to the requirements of the Delaware Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Directors Managers or members of any committee designated by the Board may participate in and hold a meeting of the Board or any committee of Directorscommittee, 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.

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 Board or any committee designated by the Board Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by not such of the Members as shall be required to authorize, approve, ratify or otherwise consent to such action under the Delaware Act and this Agreement (which may be less than all of the minimum number Members, in which event a copy thereof shall be sent to each of Directors or members of such committee, as the case may be, that would be necessary to take such action at a meeting at which all Directors or members of such committee, as Members who did not sign the case may be, were present and votedconsent). 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 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 Board or any such committee, as the case may be. Prompt notice of the taking of any action without a meeting by less than unanimous written consent will be given to those Directors or members of such committee, as applicable, who did not consent in writing to such actionMembers. Subject to the requirements of the Act, the Certificate Delaware Act or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Directors or members of any committee designated by the Board Members may participate in and hold a meeting of the Board or any committee of Directors, as the case may be, Members 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 by such person participating 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.

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 Board or any committee designated by the 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 not less than the minimum number of Directors Managers or members of such committee, as the case may be, that would be necessary have at least the number of votes required to take such action at a meeting at which of the Board if all Directors or members of such committee, as the case may be, Managers were present and votedat such meeting. 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 Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board or any such committee, as the case may be. Prompt notice of the taking of any action without a meeting by less than unanimous written consent will be given to those Directors or members of such committee, as applicable, who did not consent in writing to such action. Subject to the requirements of the Delaware Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Directors Managers or members of any committee designated by the Board may participate in and hold a meeting of the Board or any committee of Directorscommittee, 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 and speak to 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. Complete copies of all actions taken by written consent shall be provided to all Managers that have not executed such consent promptly following its execution.

Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Corporation Act, the Certificate or this Agreement to be taken at a meeting of the Board Managers or any committee designated by the Board Managers may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by not less than the minimum number of Directors Managers or members Managers of such committee, as the case may be, that would be necessary to take such action at a meeting at which all Directors or members of such committee, as Managers entitled to vote on the case may be, action were present and voted. 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 Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board or any such committee, as the case may be. Prompt notice of the taking of any action without a meeting by less than unanimous written consent will be given to those Directors or members of such committee, as applicable, who did not consent in writing to such action. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Directors or members Managers, of any committee designated by the Board Board, may participate in and hold a meeting of the Board or any committee of Directorsthe Board, 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.

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 Board or any committee designated by the Board Members may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by not such of the Members (including Members necessary to establish a quorum for the purpose of conducting business) as shall be required to authorize, approve, ratify or otherwise consent to such action under the Delaware Act and this Agreement (which may be less than all of the minimum number Members, in which event a copy thereof shall be sent to each of Directors or members of such committeethe Members, as including Class A Preferred Members, who did not sign the case may be, that would be necessary to take such action at a meeting at which all Directors or members of such committee, as the case may be, were present and votedconsent). 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 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 Board or any such committee, as the case may be. Prompt notice of the taking of any action without a meeting by less than unanimous written consent will be given to those Directors or members of such committee, as applicable, who did not consent in writing to such actionMembers. Subject to the requirements of the Act, the Certificate Delaware Act or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Directors or members of any committee designated by the Board Members may participate in and hold a meeting of the Board or any committee of Directors, as the case may be, Members 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 by such person participating 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.