Common use of Action by Written Consent Clause in Contracts

Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

Appears in 17 contracts

Samples: Summary of Terms for Employment Agreement (STR Holdings (New) LLC), Agreement and Plan of Merger (Avista Healthcare Public Acquisition Corp.), Agreement and Plan of Merger (Towers Watson & Co.)

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Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the directors members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directorscommittee.

Appears in 17 contracts

Samples: Agreement and Plan of Merger (Bard C R Inc /Nj/), Agreement and Plan of Merger (Avista Healthcare Public Acquisition Corp.), Agreement and Plan of Merger (L-1 Identity Solutions, Inc.)

Action by Written Consent. Any action required or permitted to be taken by the Board, either at any a meeting of the Board of Directors or otherwise, may be taken without a meeting if all of the directors Board by a written consent thereto in writing, signed by each Director and the writing or writings are filed with the minutes of proceedings of the Board. Any action required or permitted to be taken by the Board may be taken by a written consent thereto signed by the Member and filed with the minutes of Directorsproceedings of the Board.

Appears in 7 contracts

Samples: Limited Liability Company Agreement (Verso Paper Holdings LLC), Limited Liability Company Agreement (Verso Quinnesec REP Holding Inc.), Limited Liability Company Agreement (Verso Quinnesec REP Holding Inc.)

Action by Written Consent. Any action required or permitted to be taken by the Board, either at any a meeting of the Board of Directors or otherwise, may be taken without a meeting of the Board and without notice if all of the directors Directors consent thereto in writingwriting or by electronic transmission, and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board. Any action required or permitted to be taken by the Board also may be taken by the Member by consent thereto in writing or by electronic transmission, and the writing or electronic transmission shall be filed with the minutes of Directorsproceedings of the Board.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Verso Androscoggin LLC), Limited Liability Company Agreement (Verso Androscoggin LLC), Limited Liability Company Agreement (Verso Androscoggin LLC)

Action by Written Consent. Any action required or permitted to which could be taken at any a meeting of the Board of Directors or a committee thereof may be taken without a meeting meeting, without prior notice and without a vote if all the directors consent thereto consented to in writing, and the writing or writings are by electronic transmission by directors having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and voted. Any such consent shall be filed by the Secretary of the Company with the minutes of the proceedings of the Board of DirectorsDirectors or the appropriate committee.

Appears in 5 contracts

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

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

Appears in 5 contracts

Samples: Agreement and Declaration of Trust (Wt Mutual Fund), Agreement and Declaration (Wt Mutual Fund), Agreement and Declaration (Wt Mutual Fund)

Action by Written Consent. Any Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the Board board of Directors directors, or of any committee thereof, may be taken without a meeting if all members of the directors board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directorsboard or committee.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Xpedx Holding Co), Agreement of Merger And (Windy Creek Developments, Inc.), Agreement and Plan of Merger (Xpedx Holding Co)

Action by Written Consent. Any Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors Directors, or of any committee thereof, may be taken without a meeting if all members of the directors Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directorsboard or committee.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (DEX ONE Corp), Merger Agreement (DEX ONE Corp), Agreement and Plan of Merger (Supermedia Inc.)

Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors Directors, or of any committee thereof, may be taken without a meeting if prior or subsequent to such action all the directors members of the Board or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directorsor committee.

Appears in 4 contracts

Samples: Agreement (Artfest International Inc), Asset Acquisition Agreement (Sunderland Acquisition Corp), Asset Acquisition Agreement (Sunderland Acquisition Corp)

Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting meeting, without prior notice and without a vote, if all the directors a consent thereto or consents in writing, and setting forth the writing action so taken shall be signed by the Directors having not less than the minimum number of votes that would be necessary to authorize or writings are filed with the minutes of proceedings of the Board of Directorstake such action at a meeting.

Appears in 4 contracts

Samples: Limited Liability (Catalyst Health Solutions, Inc.), Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement

Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee of the Board of Directors may be taken without a meeting if all members of the directors Board or committee, as the case may be, consent thereto to the action in writingwriting or by electronic transmission, and the writing writings or writings electronic transmissions are filed with the minutes of proceedings of the Board of Directorsor committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (California Micro Devices Corp), Loan and Security Agreement (Halozyme Therapeutics Inc), Agreement and Plan of Merger (On Semiconductor Corp)

Action by Written Consent. Any The Board of Directors may also take action required or permitted to be taken at without any meeting of the members of the Board of Directors may by unanimous written consent setting forth the action to be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directorsapproved.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Brookfield Retail Holdings LLC), Limited Partnership Agreement (Brookfield Retail Holdings LLC), Limited Liability Company Agreement (Brookfield Retail Holdings LLC)

Action by Written Consent. Any Except as otherwise provided by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the directors Board of Directors or committee, as the case may be, consent thereto in writingwriting setting forth the action so taken, and the writing or writings are filed with the minutes of proceedings of the Board of DirectorsDirectors or committee.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Centex Construction Products Inc), Agreement and Plan of Merger (Centex Corp), Agreement and Plan of Merger (Centex Construction Products Inc)

Action by Written Consent. Any action required or permitted to which may be taken at any meeting of by the Board of Directors under this Agreement may be taken without a meeting if all the directors consent thereto consents in writing, and the writing or writings electronic transmission setting forth the action so taken are filed with the minutes of proceedings signed or submitted by all of the Board of DirectorsDirectors then in office.

Appears in 3 contracts

Samples: Operating Agreement (Pandion Therapeutics Holdco LLC), Operating Agreement (Pandion Therapeutics Holdco LLC), Operating Agreement (Pandion Therapeutics Holdco LLC)

Action by Written Consent. Any action required or permitted to be taken at any meeting of by the Board of Directors may be taken without a meeting if all members of the directors Board consent thereto in writing, and writing to the writing or writings are action. Written consents by the Board shall be filed with the minutes of proceedings of the Board of DirectorsBoard.

Appears in 3 contracts

Samples: By (Bartels Williams H), Record Dates and Dividends (Spar Group Inc), By (Brown Robert G/)

Action by Written Consent. Any action required or permitted to be taken at any meeting of by the Board of Directors Managers may be taken without a meeting if all consents in writing setting forth the directors consent thereto in writing, and action so taken are signed by the writing Managers having not less than the minimum number of votes that would be necessary to authorize or writings are filed with the minutes of proceedings of the Board of Directorstake such action at a meeting.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (FF-TSY Holding CO II, LLC), Limited Liability (Starwood Hotel & Resorts Worldwide, Inc), Limited Liability (Starwood Hotel & Resorts Worldwide, Inc)

Action by Written Consent. Any Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board board of Directors directors, or of any committee thereof, may be taken without a meeting if all the directors then members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directorsboard or committee.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cerevel Therapeutics Holdings, Inc.), Agreement and Plan of Merger (Lions Gate Entertainment Corp /Cn/), Agreement and Plan of Merger (Turning Point Therapeutics, Inc.)

Action by Written Consent. Any Unless otherwise restricted by the articles of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board board of Directors directors or of any committee thereof may be taken without a meeting if all members of the board of directors or of such committee, as the case may be, consent thereto in writing, writing or by electronic submissions and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directorsboard or committee in accordance with applicable law.

Appears in 2 contracts

Samples: Credit Agreement (Santander Holdings USA, Inc.), Loan Agreement (Santander Holdings USA, Inc.)

Action by Written Consent. Any action required or permitted to be taken by the Board, either at any a meeting of the Board of Directors or otherwise, may be taken without a meeting if all the directors Directors unanimously consent thereto in writing, writing and the writing or writings are filed with the minutes of proceedings the meeting of the Board of DirectorsBoard.

Appears in 2 contracts

Samples: Shareholders Agreement (Yingli Green Energy Holding Co LTD), Shareholders Agreement (Yingli Green Energy Holding Co LTD)

Action by Written Consent. Any action required or permitted to be taken at any meeting of by the Board of Directors may be taken without a meeting if all of the directors Directors consent thereto to the taking of such action without a meeting by signing a unanimous written consent to such action. The written consent or consents shall be included in writing, and the writing minutes or writings are filed with the minutes of proceedings of Company’s records reflecting the Board of Directorsaction taken. Action taken by written consent is effective at the date specified by the consent.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Trudy Corp), Limited Liability Company Agreement (Trudy Corp)

Action by Written Consent. Any action required or permitted to be taken at any meeting of by the Board of Directors may be taken without a meeting if all the directors a consent thereto in writingis signed or transmitted electronically, and as the writing or writings are filed with case may be, by the minutes of proceedings majority of the Board of DirectorsManagers.

Appears in 2 contracts

Samples: Annex A (Biotech Co LLC), Annex A (Bioceres Group PLC)

Action by Written Consent. Any action required or permitted to be taken at any a meeting of the Board of Directors may be taken without a meeting meeting, without prior notice, and without a vote if all the directors a consent thereto or consents in writing, and setting forth the writing or writings are filed with action so taken, is signed by each Director that could have taken the minutes of proceedings action at a meeting of the Board of DirectorsDirectors at which any Director entitled to vote on the action was represented and voted.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Lazare Kaplan International Inc), Limited Liability Company Agreement (Lazare Kaplan International Inc)

Action by Written Consent. Any Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board board of Directors directors, or of any committee thereof, may be taken without a meeting if all members of the board of directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board board of Directorsdirectors or committee.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (EQT Corp), Agreement and Plan of Merger (Equitrans Midstream Corp)

Action by Written Consent. Any action required or permitted to be taken at any meeting of by the Board of Directors Managers, either at a meeting or otherwise, may be taken without a meeting if all the directors Board Members, by a unanimous consent thereto of the Board Members in writing, and the writing signed in one or more counterparts. Any such writing or writings are shall be filed with the minutes of proceedings of the Board of DirectorsManagers.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (57th Street General Acquisition Corp), Limited Liability Company Agreement (57th Street General Acquisition Corp)

Action by Written Consent. Any Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all the directors members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of DirectorsDirectors or committee.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Javo Beverage Co Inc), Epicor Software Corp

Action by Written Consent. Any action required or permitted to which could be taken at any meeting of by the Board of Directors at a meeting may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of by the Board of Directors, without a meeting, without prior notice and without a vote, if all of the Directors execute a consent or consents in writing setting forth the action so taken. Any written consent may be executed and ascribed to by facsimile or similar electronic means.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (MagnaChip Semiconductor LTD (United Kingdom)), Limited Liability Company Operating Agreement (MacDermid Group Inc.)

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

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Applied Nanotech Holdings, Inc), Agreement and Plan of Merger (Applied Nanotech Holdings, Inc)

Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all of the directors members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, writing or by electronic transmission and the writing or writings or transmission or transmissions are filed with the minutes of proceedings of the Board of DirectorsCorporation. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Intercontinentalexchange Inc), Agreement and Plan of Merger (Intercontinentalexchange Inc)

Action by Written Consent. Any action required or permitted to be taken at any a meeting of the Managing Board of Directors may be taken without a meeting if all Directors consent to the directors consent thereto action in writingwriting or by electronic transmission, and the writing or writings written consents and hard copies of the electronic transmissions are filed with the minutes of the proceedings of the Board of DirectorsManaging Board.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Isis Pharmaceuticals Inc), Limited Liability Company Agreement (Alnylam Pharmaceuticals, Inc.)

Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors Trustees, or any committee thereof, may be taken without a meeting meeting, without notice and without a vote, if all members of the directors Board of Trustees or committee (as the case may be) consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of DirectorsTrustees, or committee, except as otherwise provided in the 1940 Act.

Appears in 2 contracts

Samples: Wilmington Low Volatility Fund of Funds, Wilmington Low Volatility Fund of Funds

Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee designated by the Board of Directors may be taken without a meeting if a written consent, setting forth the action so taken, is signed by all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings members of the Board of DirectorsDirectors or of such committee, and such consent shall have the same force and effect as a unanimous vote at a meeting.

Appears in 2 contracts

Samples: 9 Transaction Agreement (Blum Richard C & Associates L P), 9 Transaction Agreement (Kinetic Concepts Inc /Tx/)

Action by Written Consent. Any action required or permitted to be taken at any meeting by the board of the Board of Directors directors may be taken without a meeting if all the directors a consent thereto in writing, and setting forth the writing or writings are filed with the minutes of proceedings action so taken, is signed by all of the Board members of Directorsthe board.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Primus Telecommunications Group Inc), Agreement and Plan of Merger (ARBINET Corp)

Action by Written Consent. Any Unless otherwise restricted by the Corporation’s certificate of incorporation, any action required or permitted to be taken at any meeting of the Board board of Directors directors, or of any committee thereof, may be taken without a meeting if all the directors then members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board board of Directorsdirectors or committee.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Option Care Health, Inc.), Agreement and Plan of Merger (Amedisys Inc)

Action by Written Consent. Any action required or permitted to which could be taken at any a meeting of the Board of Directors or a committee thereof may be taken without a meeting meeting, without prior notice and without a vote if all the directors consent thereto consented to in writing, and the writing or writings are by electronic trans1nission by directors having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and voted. Any such consent shall be filed by the Secretary of the Company with the minutes of the proceedings of the Board of DirectorsDirectors or the appropriate committee.

Appears in 2 contracts

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

Action by Written Consent. Any action required or permitted to be taken at any a meeting of the Board of Directors directors may be taken without a meeting if if, prior or subsequent to the action, a consent or consents thereto by all of the directors consent thereto in writing, and the writing or writings are office is filed with the minutes of proceedings secretary of the Board of Directorscorporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Exelon Corp), Agreement and Plan of Merger (Public Service Enterprise Group Inc)

Action by Written Consent. Any Unless otherwise restricted by the Corporation’s certificate of incorporation, any action required or permitted to be taken at any meeting of the Board of Directors Directors, or of any committee thereof, may be taken without a meeting if all members of the directors board or committee, as the case may be, consent thereto in writing, and the writing or writings writing(s) are filed with the minutes of proceedings of the Board of Directorsboard or committee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xplore Technologies Corp)

Action by Written Consent. Any action required or permitted to be taken by the Board, either at any a meeting of the Board of Directors or otherwise, may be taken without a meeting if all of the directors Board by a written consent thereto in writing, signed by each Director and the writing or writings are filed with the minutes of proceedings of the Board. Any action required or permitted to be taken by the Board may be taken by a written consent thereto signed by all of Directorsthe Members and filed with the minutes of proceedings of the Board.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Verso Quinnesec REP Holding Inc.)

Action by Written Consent. Any Unless otherwise restricted by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board board of Directors directors, or of any committee thereof, may be taken without a meeting if all members of the directors board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directorsboard or committee.

Appears in 1 contract

Samples: Notes Securities Purchase Agreement (Global Employment Holdings, Inc.)

Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting meeting, without prior notice and without a vote, if all the directors a consent thereto or consents in writing, and setting forth the writing action so taken, shall be signed by the Directors having not less than the minimum number of votes that would be necessary to authorize or writings are filed with the minutes of proceedings of the Board of Directorstake such action at a meeting.

Appears in 1 contract

Samples: Limited Liability (HFF, Inc.)

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Action by Written Consent. Any action required or permitted to be taken at any a meeting of the Board of Directors directors may be taken without a meeting if a consent in writing setting forth the action to be taken and signed by all of the directors consent thereto is filed in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of DirectorsBoard. The action taken shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

Appears in 1 contract

Samples: Stock Exchange Agreement (Equity Growth Systems Inc /De/)

Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee designated by the Board of Directors may be taken without a meeting if a written consent, setting forth the action so taken, is signed by all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings members of the Board of DirectorsDirectors or of such committee, and such consent shall have the same force and effect as a unanimous vote at a meeting. SECTION 13.

Appears in 1 contract

Samples: Transaction Agreement (Kci New Technologies Inc)

Action by Written Consent. Any action required or permitted to be taken at any meeting of by the Board of Directors may be taken without a meeting if all members of the directors Board consent thereto in writing, writing to the adoption of the resolution authorizing the action and the writing or writings such resolution and written consent are filed with the minutes Minutes of the proceedings of the Board of DirectorsBoard.

Appears in 1 contract

Samples: Municipal Cooperation Agreement

Action by Written Consent. Any action required or permitted to be taken at any a meeting of the Board of Directors or any committee thereof may be taken without a meeting meeting, without prior notice and without a vote if all the directors a consent thereto or consents in writing, and setting forth the writing or writings action so taken, are filed with signed by Directors in the minutes of proceedings number as would have been required to take such action at a meeting of the Board of DirectorsDirectors or such committee thereof.

Appears in 1 contract

Samples: Limited Liability Company Agreement (DCP Midstream, LP)

Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if meeting, upon the consent of the sole member or of all members of the directors Board of Directors, as the case may be, or the committee consent thereto in writingwriting or by electronic transmission (including email), and the writing writings or writings electronic transmissions are filed with the minutes of proceedings of the Board of DirectorsDirectors or committee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sothebys)

Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committees appointed by the Board of Directors pursuant to this Agreement, may be taken without a meeting and without prior notice, if all a written consent setting forth the directors consent thereto in writingaction so taken is signed, and either before or after such action, by the writing Board of Directors or writings are committee members, as the case may be, holding the required vote to carry the action. All written consents shall be filed with the minutes of proceedings of the Board of DirectorsDirectors or such committee.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Capmark Finance Inc.)

Action by Written Consent. Any Unless otherwise restricted by this Agreement or the Delaware Act, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors Directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ortec International Inc)

Action by Written Consent. Any Unless otherwise restricted by law of this Agreement, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all the required number of such directors consent thereto in writing, writing and the writing or writings are filed with the minutes of proceedings of the Board of DirectorsDirectors or the committee.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Teppco Partners Lp)

Action by Written Consent. Any Except as otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, writing and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alexanders J Corp)

Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writingwriting (which may be provided by electronic transmission). After an action is taken, and the such writing or writings are (or electronic transmission or transmissions) shall be filed with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vickers Vantage Corp. I)

Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee of the Board of Directors may be taken without a meeting if all members of the directors Board or committee, as the case may be, consent thereto to the action in writingwriting or by electronic transmission, and the writing writings or writings electronic transmissions are filed with the minutes of proceedings of the Board of Directorsor committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall he in electronic form if the minutes are maintained in electronic form.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WestRock Co)

Action by Written Consent. Any action required or permitted to be ------------------------- taken at any meeting of the Board of Directors or of any committee of the Board of Directors may be taken without a meeting meeting, if all members of the directors Board of Directors or committee, as the case may be, consent thereto to such action in writing, and the writing or writings written consents are filed with the minutes of proceedings of the Board of DirectorsDirectors or committee.

Appears in 1 contract

Samples: Matrixone Inc

Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if written consent to the action is signed by all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Classic Vacation Group Inc)

Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the directors Board of Directors or committee, as the case may be, consent thereto in writingwriting or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of DirectorsDirectors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Welltower OP LLC)

Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the directors members of the committee consent thereto in writingwriting (which may be provided by electronic transmission). After such action is taken, and the such writing or writings are shall be filed with the minutes of proceedings of the Board of Directorscommittee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vickers Vantage Corp. I)

Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee of the Board of Directors may be taken without a meeting if all members of the directors Board of Directors or committee, as the case may be, consent thereto to the action in writingwriting or by electronic transmission, and the writing writings or writings electronic transmissions are filed with the minutes of proceedings of the Board of DirectorsDirectors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CinCor Pharma, Inc.)

Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing is (or writings are are) filed with the minutes of proceedings of the Board of Directors.

Appears in 1 contract

Samples: Agreement and Plan of Merger (L-1 Identity Solutions, Inc.)

Action by Written Consent. Any action required or permitted to be taken at any a meeting of the Board of Directors may be taken without a meeting if all the directors a consent thereto or consents in writing, setting forth the action so taken, shall be signed by the Directors having no less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Directors entitled to vote thereon were present and the writing or writings are filed with the minutes of proceedings of the Board of Directorsvoted.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Gulf South Pipeline Company, LP)

Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all Managers of the directors Board consent thereto in writing, writing and the writing or writings are filed with the minutes of proceedings of the Board of DirectorsBoard.

Appears in 1 contract

Samples: Limited Liability Partnership Agreement (DPS Americas Beverages Investments, Inc.)

Action by Written Consent. Any action required or permitted to be taken at any a meeting of the Board of Directors Managers may be taken without a meeting meeting, without prior notice and without a vote, if all the directors consent thereto in writing, setting forth the action so taken, shall be signed by all of the Managers, and the writing or writings are such written consent is filed with the minutes of the proceedings of the Board of DirectorsManagers.

Appears in 1 contract

Samples: Operating Agreement (Beard Co /Ok)

Action by Written Consent. Any action required or permitted to be taken at any a meeting of the Board of Directors may be taken without a meeting meeting, without prior notice and without a vote, if all the directors consent thereto in writing, setting forth the action so taken, shall be signed by a Majority of Managers, and the writing or writings are such written consent is filed with the minutes of the proceedings of the Board of DirectorsBoard.

Appears in 1 contract

Samples: Operating Agreement (Bricktown Brewery Restaurants LLC)

Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken by written consent without a meeting if all the directors by unanimous consent thereto in writingof Directors, and the such writing or writings are filed with the minutes of the proceedings of the Board of Directorsor the relevant committee.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Seaspan CORP)

Action by Written Consent. Any action required or permitted to be taken at any a meeting of the Company Board of Directors (or a committee thereof) may be taken without a meeting and without a vote, if a consent or consents in writing (including by e-mail) setting forth the action so taken shall be given by all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board Directors. A copy of Directorsany action taken by written consent shall be promptly furnished to each Director.

Appears in 1 contract

Samples: Rollover Agreement (GasLog Ltd.)

Action by Written Consent. Any action required or permitted to which could be taken at any a meeting of the Board of Directors or a committee thereof may be taken without a meeting meeting, without prior notice and without a vote if all the directors consent thereto consented to in writing, and the writing or writings are by electronic transmission by directors having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all directors entitled to vote thereon were present and voted. Any such consent shall be filed by the Secretary of the Company with the minutes of the proceedings of the Board of Directors.Directors or the appropriate committee

Appears in 1 contract

Samples: Limited Liability Company Agreement (Frontier Communications Corp)

Action by Written Consent. Any action required or permitted to that may be taken at any a meeting of the Board of Directors may be taken without a meeting if a unanimous written consent, setting forth the action to be taken, shall be signed by all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings members of the Board of Directors.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Coty Inc.)

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