Common use of Action Without a Meeting Clause in Contracts

Action Without a Meeting. 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 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 or committee.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Primo Water Corp), Agreement and Plan of Merger (Cott Corp /Cn/), Agreement and Plan of Merger (Kulicke & Soffa Industries Inc)

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Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board board of Directors directors or of any a committee thereof may be taken without a meeting, meeting if all the members of the Board board or of such committee, as the case may be, consent thereto in writing, and the such writing or writings are filed with the minutes of proceedings records of the Board meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Center Bancorp Inc), Agreement and Plan of Merger (Genzyme Corp), Agreement and Plan of Merger (ConnectOne Bancorp, Inc.)

Action Without a Meeting. 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, without prior notice and without a vote, if all members of the Board board or committee, as the case may be, consent thereto in writing, writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Board board or committee, as the case may be.

Appears in 4 contracts

Samples: Registration Rights Agreement (Unitedglobalcom Inc), Registration Rights Agreement (New Unitedglobalcom Inc), Registration Rights Agreement (Liberty Media Corp /De/)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board directors or a committee of Directors or of any committee thereof directors may be taken without a meeting, without prior notice and without a vote, if all of the directors or committee members entitled to vote on it consent to it in writing or, to the extent permitted by law, by electronic transmission. Such consents shall be filed with the minutes of the proceedings 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 or committeeapplicable.

Appears in 4 contracts

Samples: Joinder Agreement, Joinder Agreement, Merger Agreement (ITC Holdings Corp.)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof such Committee may be taken without a meeting, if all members of the Board or committee, as the case may be, such Committee shall consent thereto to such action in writing, writing and the such writing or writings are filed with the minutes of the proceedings of the Board or committeeCommittee.

Appears in 4 contracts

Samples: Operating Agreement (Cal Maine Foods Inc), Operating Agreement (Cal Maine Foods Inc), Shareholders' Agreement (Nextel Partners Inc)

Action Without a Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, 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 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 Directors or committee.

Appears in 4 contracts

Samples: Shareholders’ Agreement (Apollo Group Inc), Registration Rights Agreement (Apollo Group Inc), Agreement and Plan of Merger (Altra Holdings, Inc.)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board board of Directors directors or of any a committee thereof may be taken without a meeting, meeting if all the members of the Board board or of such committee, as the case may be, consent thereto in writingwriting or by electronic transmission, and the such writing or writings or electronic transmissions are filed with the minutes of proceedings records of the Board meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Optimer Pharmaceuticals Inc), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)

Action Without a Meeting. Any action required Notwithstanding Section 5.04, on any matter requiring an approval or permitted to be taken at any meeting consent of the Board of Directors under this Agreement or of the Act, the Board or any committee thereof may be taken take such action without a meeting, without notice and without a vote if all members of the Board a consent or committee, as the case may be, consent thereto consents in writing, and setting forth the writing or writings are filed with the minutes of proceedings action so taken, shall be signed by all of the Board or Directors or, in the case of a committee, all of the Directors who are members of such committee.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Comcast Corp), Limited Liability Company Agreement (General Electric Co), Limited Liability Company Agreement (Comcast Corp)

Action Without a Meeting. Any Except as otherwise provided by law or 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 prior to such action all members of the Board of Directors or of such 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 Directors or the committee.

Appears in 3 contracts

Samples: Merrill Lynch & Co Inc, Merrill Lynch & Co Inc, Merrill Lynch & Co Inc

Action Without a Meeting. Any action required or permitted to be taken by the board of directors at any a meeting of the Board of Directors or of any committee thereof may be taken without a meeting, meeting if all members of the Board or committee, as the case may be, a consent thereto in writing, and setting forth the writing or writings are filed with the minutes of proceedings action so taken, shall be signed by all of the Board or committeedirectors.

Appears in 3 contracts

Samples: Preferred Stock Purchase Agreement (Computer Software Innovations Inc), Stock Purchase Agreement (Boston Private Financial Holdings Inc), Employment Agreement (Golden State Bancorp Inc)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors Directors, or of any committee thereof thereof, may be taken without a meeting, meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing, and the writing writings or writings electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors 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 3 contracts

Samples: Transaction Agreement (Avista Healthcare Public Acquisition Corp.), Agreement and Plan of Merger (Avista Healthcare Public Acquisition Corp.), Merger Agreement (Avista Healthcare Public Acquisition Corp.)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors Directors, or of any committee thereof thereof, may be taken without a meeting, meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Board of Directors or committee.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Superconductor Technologies Inc), Agreement and Plan of Merger (Superconductor Technologies Inc), Agreement and Plan of Merger (Koffee Korner Inc.)

Action Without a Meeting. Any action which is required or permitted to be taken at any a meeting of the Board of Directors or of any committee thereof by a Directors’ Committee may be taken without a meetingmeeting if a consent in writing, if setting forth the action so to be taken, shall be signed before such action by all of the Directors or all of the members of the Board or committeeCommittee, as the case may be, . Such consent thereto in writing, shall have the same force and the writing or writings are filed with the minutes of proceedings of the Board or committeeeffect as a unanimous vote.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Media General Inc), Agreement and Plan of Merger (Media General Inc), Agreement and Plan of Merger (Media General Inc)

Action Without a Meeting. 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, meeting if all members of the Board of Directors or committeeany committee thereof, as the case may be, consent thereto in writing, and the writing or by electronic transmission. The writing or writings are or electronic transmission or transmissions shall be filed with in the minutes of proceedings of the Board or committeeof Directors in accordance with applicable law.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (GigCapital4, Inc.), Agreement and Plan of Merger (Churchill Capital Corp II), Agreement and Plan of Merger (Experience Investment Corp.)

Action Without a Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these By-laws, 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 prior to such action a written consent thereto is signed by all members of the Board or committee, of such committee as the case may be, and such written consent thereto in writing, and the writing or writings are is filed with the minutes of proceedings of the Board or of such committee.

Appears in 3 contracts

Samples: Consulting Agreement, www.annualreports.com, usermanual.wiki

Action Without a Meeting. Any action required or ------------------------ permitted to be taken at any meeting of the Board of Directors Directors, or of any committee thereof thereof, may be taken without a meeting, meeting if all 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 or committee.,

Appears in 2 contracts

Samples: Contribution Agreement (Orion Pictures Corp), Contribution Agreement (Actava Group Inc)

Action Without a Meeting. 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, meeting if all members of the Board or committee, as the case may be, of Directors consent thereto in writing or by electronic transmission, and such writing, and the writing writings or writings electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committeeof 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 2 contracts

Samples: Agreement and Plan of Merger (Riverwood Holding Inc), Agreement and Plan of Merger (INC Research Holdings, Inc.)

Action Without a Meeting. (a) Any action required or permitted to by the Directors which may be taken at any meeting of the Board of Directors or of any committee thereof Directors, may be taken without a meeting, without prior notice, and without a vote, if all members of the Board or committee, as the case may be, a consent thereto in writing, and setting forth the writing or writings are filed with action to be taken, shall be signed by all the minutes of proceedings of the Board or committeeDirectors.

Appears in 2 contracts

Samples: Operating Agreement (Eglobe Inc), Operating Agreement (Eastern Airlines Inc)

Action Without a Meeting. Any Unless otherwise restricted by the ------------------------ certificate 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, meeting if all the members of the Board board or of such committee, as the case may be, consent thereto in writing, and the such writing or writings are filed with the minutes of proceedings records of the Board meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

Appears in 2 contracts

Samples: Stock Restriction Agreement (Sequenom Inc), Stock Restriction Agreement (Sequenom Inc)

Action Without a Meeting. Any action required or permitted to be taken taken, or which may be taken, at any a meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, a consent thereto in writing, and setting forth the writing or writings are filed with the minutes of proceedings action so to be taken, is signed by all of the Board or committeedirectors entitled to vote. Such consent will have the same effect as a unanimous vote.

Appears in 2 contracts

Samples: Franchise Agreement (El Pollo Loco Holdings, Inc.), Franchise Agreement (El Pollo Loco Holdings, Inc.)

Action Without a Meeting. Any action required or permitted to which could be taken at any a meeting of the Board of Directors or of any committee thereof may be taken without a meeting, meeting if all members of the Board directors consent to the action in writing or committee, as the case may be, consent thereto in writing, by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committeeBoard. Such filings 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 (Raytheon Co/), Agreement and Plan of Merger (United Technologies Corp /De/)

Action Without a Meeting. 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, meeting if all members of the Board of Directors or committeeany committee thereof, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committeeby electronic transmission.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sandridge Energy Inc), Agreement and Plan of Merger (Bonanza Creek Energy, Inc.)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any meeting of any committee thereof a Committee of the Board of Directors may be taken without a meeting, if written consents thereto are signed by all members of the Board of Directors or committee, as the case may be, consent thereto in writing, Committee and the writing or writings such written consents are filed with the minutes of proceedings of the Board or committeeof Directors.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Covance Inc), Agreement and Plan of Merger (Parexel International Corp)

Action Without a Meeting. 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 meetingmeeting if a consent in writing, if all members setting forth the action so taken, shall be signed by the Directors whose votes would be required to take action at a meeting of the Board or committee, as of Directors and such written consent shall be distributed to the case may be, consent thereto in writing, and the writing or writings are filed with the minutes entire Board of proceedings of the Board or committeeDirectors at least twenty-four (24) hours prior to its effective time.

Appears in 2 contracts

Samples: Pattern Energy Group Inc., Pattern Energy Group Inc.

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board board of Directors or of any committee thereof directors may be taken without a meeting, meeting if all members of the Board directors consent to the action in writing or committee, as the case may be, consent thereto in writing, and the by electronic transmission. The writing or writings are or electronic transmission or transmissions shall be filed with the minutes of the proceedings of the Board board of directors or of the relevant committee.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Guilford Pharmaceuticals Inc), Agreement and Plan of Merger (Mgi Pharma Inc)

Action Without a Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, 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, meeting if all members of the Board of Directors or committee, as the case may be, any committee thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Appears in 2 contracts

Samples: Option Agreement (SoulCycle Inc.), Option Agreement (SoulCycle Inc.)

Action Without a Meeting. Any action which is required to be or permitted to may be taken at a meeting of the directors, or of the executive committee or any other committee of the directors, may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all of the members of the Board of Directors or of any the committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, . The consents shall have the same force and the writing or writings are filed effect as a unanimous vote at a meeting duly held. The Secretary shall file such consents with the minutes of proceedings the meetings of the Board of Directors or committeeof the committee as the case may be.

Appears in 2 contracts

Samples: Settlement Agreement (Rightchoice Managed Care Inc), Settlement Agreement (Rightchoice Managed Care Inc)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board shareholders or directors or committee of Directors or of any committee thereof directors may be taken without a meeting, without prior notice and without a vote, if all members of the Board shareholders or committee, as the case may be, directors or committee members entitled to vote thereon consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (TCF Financial Corp), Agreement and Plan of Merger (Chemical Financial Corp)

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board board of Directors or of any committee thereof directors may be taken without a meeting, meeting if all members of the Board or committee, as the case may be, a consent thereto in writing, and setting forth the writing or writings are filed with the minutes of proceedings action so taken, shall be signed by all of the Board or committeedirectors entitled to vote with respect to the subject matter thereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Northwest Natural Gas Co), Agreement and Plan of Merger and Reorganization (Northwest Natural Gas Co)

Action Without a Meeting. Any action required or permitted by law or by the Certificate of Incorporation or the bylaws of the Corporation to be taken at any a meeting of the Board board of Directors directors or of any a committee thereof may be taken without a meeting, without prior notice, and without a vote, if a written consent or consents, setting forth the action so taken, shall have been signed by all the members of the Board 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 or such committee.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Resources Offshore Inc), Agreement and Plan of Merger (Blue Dolphin Energy Co)

Action Without a Meeting. Any Unless otherwise restricted by the ------------------------ certificate of incorporation or these by-laws, 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, meeting if all the members of the Board board or of such committee, as the case may be, consent thereto in writing, and the such writing or writings are filed with the minutes of proceedings records of the Board meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

Appears in 2 contracts

Samples: Stock Restriction Agreement (Sequenom Inc), Stock Restriction Agreement (Sequenom Inc)

Action Without a Meeting. 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 or vote, upon the affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting, if a written consent setting forth the action taken is signed by all members of the Board or committee, as the case may be, and such written consent thereto in writing, and the writing or writings consents are filed with the minutes of proceedings of the Board or of such committee. Such consents shall have the same effect as a meeting vote of the Board.

Appears in 2 contracts

Samples: Diagnostic Pathology Management Services Inc, Diagnostic Pathology Management Services Inc

Action Without a Meeting. Any action required or permitted to that may be taken at any a meeting of the Board of Directors directors or of any a committee thereof may be taken without a meetingmeeting if a consent in writing (including electronic transmission), if setting forth the action taken, is signed by all of the directors or all of the 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 or committee.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Knight Transportation Inc), Agreement and Plan of Merger (SWIFT TRANSPORTATION Co)

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board Directors of the Corporation, or any action which may be taken at a meeting of the Directors or of any a committee thereof thereof, may be taken without a meetingmeeting if a consent in writing, if setting forth the action so to be taken, signed by all of the Directors, or all the members of the Board or committee, as the case may be, consent thereto is filed in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as a unanimous vote.

Appears in 2 contracts

Samples: Credit and Security Agreement (Neogenomics Inc), Revolving Credit and Security Agreement (Neogenomics Inc)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of by the Board of Directors or of any committee thereof at a meeting may be taken without a meeting, meeting if all members of the Board or committee, as the case may be, a consent thereto in writing, and setting forth the writing or writings are filed with the minutes of proceedings action so taken, shall be signed by all of the Board or committeedirectors.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (First Defiance Financial Corp), Preferred Stock Purchase Agreement (Iomed Inc)

Action Without a Meeting. 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 members of the Board or committee, as the case may be, thereof consent thereto in writing, writing and the writing or writings such written consents are filed with the minutes of proceedings of the Board of Trustees or of the committee.

Appears in 2 contracts

Samples: Steinroe Variable Investment Trust, Steinroe Variable Investment Trust

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board directors of Directors the Corporation, or any action which may be taken at a meeting of any the directors or a committee thereof thereof, may be taken without a meetingmeeting if a consent in writing, if setting forth the action to be taken, signed by all of the directors, or all the members of the Board or committee, as the case may be, consent thereto is filed in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as a unanimous vote and may be described as such in any document.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Nexgen Vision Inc)

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board of Directors or of any a committee thereof may be taken without a meetingmeeting if a consent in writing, if setting forth the action so taken, is signed by all of the directors of this Corporation, or all the members of the Board or committee, as the case may be, consent thereto in writing, and . Action taken under this Section is effective when the writing last director or writings are filed with the minutes of proceedings member of the Board or committeecommittee signs the consent, unless the consent specifies a different effective date. Such consent shall have the same effect as a meeting vote and may be described as such in any document.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sba Communications Corp)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of by the Board of Directors or of any by a committee thereof may be taken without a meetingmeeting if, if prior to such action, all of the members of the Board or committee, as committee consent in writing to a resolution authorizing the case action. Such written consents may be, consent thereto be executed in writingcounterparts, and the writing or writings are shall be filed with the minutes of proceedings of the Board or committeeCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fohp Inc)

Action Without a Meeting. Any action required or permitted by law to be taken at any a meeting of the Board of Directors or Executive Committee of any committee thereof the Directors of the Corporation may be taken without a meetingmeeting or by telephone if a consent in writing, if setting forth the action so taken, shall be signed by all of the Directors or 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 or committeeExecutive Committee.

Appears in 1 contract

Samples: Security Agreement (Virbac Corp)

Action Without a Meeting. Any action required or permitted to be taken at any meeting by the Board of Directors or any committee thereof, as the case may be, may be taken without a meeting if a consent thereto is signed or transmitted electronically, as the case may be by the members of the Board of Directors or of any such committee thereof may having not less than the minimum number of votes that would be taken without necessary to authorize or take such action at a meeting, if meeting at which all members of the Board of Directors or committee, as the case may be, consent thereto in writing, of such committee entitled to vote thereon were present and the writing or writings are filed with the minutes of proceedings of the Board or committeevoted.

Appears in 1 contract

Samples: Apollo Infrastructure Co LLC

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors Directors, or of any committee thereof thereof, may be taken without a meeting, meeting if all 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 the proceedings of the Board or committee.

Appears in 1 contract

Samples: Voting and Lock Up Agreement (Cempra, Inc.)

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board directors of Directors the Corporation, or any action which may be taken at a meeting of any the directors or a committee thereof thereof, may be taken without a meetingmeeting if a consent in writing, if setting forth the action so to be taken, signed by all of the directors or all the members of the Board or committee, as the case may be, consent thereto is filed in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as a unanimous vote.

Appears in 1 contract

Samples: Share Purchase and Sale Agreement (Dragon's Lair Holdings, Inc.)

Action Without a Meeting. 3.10. Any action required or permitted to be taken at any a meeting of the Board of Directors or of any committee thereof may be taken without a meeting, meeting if all of the directors or all of the members of the Board or such committee, as the case may be, consent thereto in writingthe manner provided in Section 141(f) of the DGCL, and the writing or writings are such consent is filed with the minutes of proceedings of the Board of Directors or committeecommittee as required or permitted by Section 141(f) of the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (GCP Applied Technologies Inc.)

Action Without a Meeting. Any action required or permitted to be taken at any by the Board of Directors, or by a committee of the Board of Directors, may be taken without a meeting if all members of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, writing to the adoption of a resolution authorizing the action. Any such resolution and the writing written consents thereto by the members of the Board of Directors or writings are committee shall be filed with the minutes of the proceedings of the Board of Directors or committee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nouveau International Inc)

Action Without a Meeting. Any action which is required or permitted to be taken at any a meeting of the Board of Directors directors, or of any committee thereof of the directors, may be taken without a meetingmeeting if a consent or consents in writing, if setting forth the action so taken, are signed by all of the members of the Board board or committee, of the committee as the case may be. The consents shall be filed in the corporate records. Action taken is effective when all directors or committee members have signed the consent, unless the consent thereto in writing, specifies a different effective date. Such consent has the same force and the writing or writings are filed with the minutes of proceedings effect as an unanimous vote of the Board directors or committeecommittee members and may be stated as such in any document.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mediacom Communications Corp)

Action Without a Meeting. Any Unless otherwise restricted by the ------------------------ Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any a meeting of the Board of Directors Directors, or of any committee thereof thereof, may be taken without a meetingmeeting if a consent in writing, if setting forth the action so taken, is signed by all the members of the Board of Directors, or such 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 or committeeSecretary.

Appears in 1 contract

Samples: Plan and Agreement (Houston American Energy Corp)

Action Without a Meeting. Any Unless otherwise restricted by the certificate of incorporation or these by-laws, 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, meeting if all the members of the Board board or of such committee, as the case may be, consent thereto in writing, and the such writing or writings are filed with the minutes of proceedings records of the Board meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

Appears in 1 contract

Samples: Share Purchase Agreement (Mascoma Corp)

Action Without a Meeting. 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, meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, a writing or writings and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CALGON CARBON Corp)

Action Without a Meeting. 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 written consents thereto are signed by a majority of the members of the Board or committee, as committee unless the consent of a larger number is required pursuant to applicable law in which case may be, consent thereto in writingthe consents of such number shall be required, and the writing or writings such written consents are filed with the minutes of proceedings of the Board of Managers or of the committee.

Appears in 1 contract

Samples: Stein Roe Floating Rate Limited Liability Co

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors Directors, or of any committee thereof thereof, may be taken without a meeting, meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed in the minute books with the minutes of the proceedings of the Board or committee.

Appears in 1 contract

Samples: Shareholders Agreement (Paging Network Do Brazil Sa)

Action Without a Meeting. 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 Board or such committee, as the case may be, consent thereto in writing, writing and the such writing or writings are filed with the minutes of proceedings of the Board or the committee.

Appears in 1 contract

Samples: Interpublic Group of Companies, Inc.

Action Without a Meeting. Any Subject to the provisions of the 1940 Act, 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, meeting if a written consent to such action is signed by all members of the Board or of such committee, as the case may be, and such written consent thereto in writing, and the writing or writings are is filed with the minutes of proceedings of the Board or committee.

Appears in 1 contract

Samples: Scudder New Europe Fund Inc

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors (or of any committee thereof thereof) may be taken without a meeting, if all 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 or committee.

Appears in 1 contract

Samples: Limited Liability (Northern Tier Energy LLC)

Action Without a Meeting. Any action required or permitted to be taken at by the Board of Directors, or any committee of the Board of Directors, may be taken without a meeting if all members of the Board of Directors or the committee consent in writing to the adoption of any committee thereof may be taken without a meeting, if all members of resolution authorizing the Board or committee, as the case may be, consent thereto in writing, action. The resolution and the writing or writings are written consents thereto shall be filed with the minutes of the proceedings of the Board of Directors or the applicable committee.

Appears in 1 contract

Samples: Agreement and Plan of Merger

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Action Without a Meeting. Any action required which may be authorized or permitted to be taken at any a meeting of the Board of Directors or of any committee thereof may be authorized or taken without a meeting, if all members of meeting with the Board affirmative vote or committee, as the case may be, consent thereto in writingapproval of, and the in a writing or writings are signed by, all of the Directors, which writing or writings shall be filed with or entered upon the minutes of proceedings records of the Board or committeeCorporation.

Appears in 1 contract

Samples: Agreement of Merger (Lincoln Electric Co)

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board directors of Directors the Corporation, or any action which may be taken at a meeting of any committee thereof the directors, may be taken without a meeting, meeting if all members of the Board or committee, as the case may be, a consent thereto in writing, and setting forth the writing or writings are action to be taken, signed by all of the directors, is filed with in the minutes of the proceedings of the Board or committeeBoard. Such consent shall have the same effect as a unanimous vote.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Nexgen Vision Inc)

Action Without a Meeting. Any action required or permitted to ------------------------------------ be taken by the board of directors at any a meeting of the Board of Directors or of any committee thereof may be taken without a meeting, meeting if all members of the Board or committee, as the case may be, a consent thereto in writing, and setting forth the writing or writings are filed with the minutes of proceedings action so taken, shall be signed by all of the Board or committeedirectors.

Appears in 1 contract

Samples: First Lincoln Bancshares Inc

Action Without a Meeting. Any action required or permitted to be taken by the Directors at any a meeting of the Board of Directors or of any committee thereof may be taken without such meeting by the written consent of a meeting, if all members majority of the Board Directors then in office (or committeesuch higher number of Directors as is required to authorize or take such action under the terms of the Agreement, as the case these By-laws or applicable law). Any such written consent may be, be executed and given by telecopy or similar electronic means. Such written consent thereto in writing, and the writing or writings are shall be filed with the minutes of proceedings the proceeding of the Board or committeeDirectors.

Appears in 1 contract

Samples: Aerojet Ordnance Tennessee Inc

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board board of Directors directors or of any a committee thereof may be taken without a meeting, meeting if all the members of the Board board or of such committee, as the case may be, consent thereto in writingwriting or by electronic means, and the such writing or writings are filed with the minutes of proceedings records of the Board meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

Appears in 1 contract

Samples: Business Financing Agreement (Vapotherm Inc)

Action Without a Meeting. Any action required or permitted to be taken at any meeting by the board of the Board of Directors directors or of any committee thereof may be taken without a meeting, meeting if all members of the Board board of directors or committee, as the case may be, committee consent thereto in writing, writing to the adoption of a resolution authorizing the action. The resolution and the writing written consents thereto by the members of the board of directors or writings are committee shall be filed with the minutes of the proceedings of the Board board of directors or committee.

Appears in 1 contract

Samples: Employment Agreement (Zevex International Inc)

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board of Directors or of any committee thereof directors may be taken without a meetingmeeting if a consent in writing or by electronic transmission, if setting forth the action so taken, shall be signed by all members of the Board or committee, as directors entitled to vote with respect to the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committeesubject matter thereof.

Appears in 1 contract

Samples: HF Foods Group Inc.

Action Without a Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, 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 Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed accordance with the minutes of proceedings of the Board or committeeapplicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kraton Corp)

Action Without a Meeting. 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, meeting if all members of the Board of Directors or committeeof any committee thereof, as the case may be, consent thereto in writing, writing and the writing or writings such written consents are filed with the minutes of proceedings of the Board of Directors or the committee, as the case may be.

Appears in 1 contract

Samples: Empire State Municipal Exempt Trust Guaranteed Series 165

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board of Directors or of any a committee thereof may be taken without a meetingmeeting if a consent in writing, if setting forth the action so taken, is signed by all of the directors of this corporation, or all the members of the Board or committee, as the case may be, consent thereto in writing, and . Action taken under this Section is effective when the writing last director or writings are filed with the minutes of proceedings member of the Board or committeecommittee signs the consent, unless the consent specifies a different effective date. Such consent shall have the effect as a meeting vote and may be described as such in any document.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Technology Research Corp)

Action Without a Meeting. 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, meeting if all members of the Board or committee, as the case may be, consent thereto in writing, writing and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Appears in 1 contract

Samples: Security Agreement (Virbac Corp)

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board of Directors of the Corporation, or any action which may be taken at a meeting of any the directors or a committee thereof thereof, may be taken without a meetingmeeting if a consent in writing, if all setting forth the action so to be taken, signed by a majority of the directors, or a majority of the members of the Board or committee, as the case may be, consent thereto is filed in writing, and the writing or writings are filed with the minutes of the proceedings of the Board board or of the committee. Such consent shall have the same effect as a majority vote.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Accentia Biopharmaceuticals Inc)

Action Without a Meeting. Any action required or ------------------------ permitted to be taken at any meeting of the Board of Directors Board, or of any committee thereof thereof, may be taken without a meeting, meeting if all 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 or proceedings of the Board or committee, whether done before or after the action so taken.

Appears in 1 contract

Samples: Agreement (Knott David M)

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board of Directors (including amendment of these bylaws) or of any committee thereof may be taken without a meeting, meeting if all the members of the Board or committee, committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the 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 or committee.

Appears in 1 contract

Samples: cdnsm5-ss5.sharpschool.com

Action Without a Meeting. Any action required or permitted to ---------- ------------------------ be taken at any meeting of by the Board of Directors or of any committee thereof at a meeting may be taken without a meeting, meeting if all members of the Board or committee, as the case may be, 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 or committeedirectors.

Appears in 1 contract

Samples: Apex Silver Mines LTD

Action Without a Meeting. Any Subject to the provisions of the 1940 Act, 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, meeting if a written consent to such action is signed by all members of the Board or of such committee, as the case may be, and such written consent thereto in writing, and the writing or writings are is filed with the minutes of proceedings of the Board or committee...

Appears in 1 contract

Samples: Kemper New Europe Fund Inc

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

Appears in 1 contract

Samples: Plan of Merger (Edmonds 5 Inc.)

Action Without a Meeting. Any action required or permitted to be taken pursuant to authorization voted at any a meeting of the Board of Directors or of any committee thereof may be taken without a meetingmeeting if, if prior or subsequent to such action, all members of the Board or committee, as the case may be, directors consent thereto in writing. Such written consents may be executed in counterparts, and the writing or writings are shall be filed with the minutes of proceedings of the Board or committeeCorporation.

Appears in 1 contract

Samples: Merger Agreement (M2 nGage Group, Inc.)

Action Without a Meeting. Any action required or permitted to which could be taken at any a meeting of the Board board of Directors or of any committee thereof directors may be taken without a meeting, meeting if all members of the Board director's consent to the action in writing or committee, as the case may be, consent thereto in writing, by electronic transmission and the writing or writings are filed with the minutes of proceedings of the Board or committeeboard.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Becoming Art Inc)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of by the Board of Directors or of any committee thereof may be taken without a meeting, if all members a majority of the Board Directors shall individually or committee, as the case may be, collectively consent thereto in writing, and the writing to such action. Such written consent or writings are consents shall be filed with the minutes of the proceedings of the Board or committeeDirectors. Such action by written consent shall have the same force and effect as a vote of a majority of the Directors at a meeting at which a quorum is present.

Appears in 1 contract

Samples: License Agreement (Simpson Manufacturing Co Inc /Ca/)

Action Without a Meeting. 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, meeting if all members of the Board or committee, as current Directors consent in writing to the case may be, action. The written consent thereto in writing, and the writing or writings are is then filed with the minutes of proceedings the next regular meeting and is treated as a vote of the Board Directors or committeeall purposes.

Appears in 1 contract

Samples: Operating Agreement

Action Without a Meeting. Any action required or permitted to be taken at any meeting of by the Board of Directors or of any committee thereof at a meeting may be taken without a meeting, meeting if all members of the Board or committee, as the case may be, Directors consent thereto in writing, and . Such consent shall have the writing or writings are filed with the minutes of proceedings of the Board or committeesame effect as a unanimous vote.

Appears in 1 contract

Samples: First Amended Shareholders Agreement and Bylaws Of (Erxsys Inc)

Action Without a Meeting. 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, meeting if all members of the Board or committee, as the case may be, consent thereto in writing, a writing or writings and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Appears in 1 contract

Samples: 1998 Employee Incentive Plan

Action Without a Meeting. 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, meeting if a written consent to such action is signed by all members of the Board or of such committee, as the case may be, and such written consent thereto in writing, and the writing or writings are is filed with the minutes of proceedings of the Board or committee.. [MGCL Sec. 2-408(c)]

Appears in 1 contract

Samples: Scudder New Europe Fund Inc

Action Without a Meeting. Any Notwithstanding any other provision of this Agreement, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof of the Board of Directors, if there be any, may be taken without a meeting, meeting if all members of the Board of Directors or the 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 Directors or the committee.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Idearc Media Sales - West Inc)

Action Without a Meeting. Any action required or permitted to be taken by the Directors at any a meeting of the Board of Directors or of any committee thereof may be taken without such meeting by the written consent of a meeting, if all members majority of the Board Directors then in office (or committeesuch higher number of Directors as is required to authorize or take such action under the terms of the Agreement, as the case these By-laws or applicable law). Any such written consent may be, be executed and given by telecopy or similar electronic means. Such written consent thereto in writing, and the writing or writings are shall be filed with the minutes of the proceedings of the Board or committeeDirectors.

Appears in 1 contract

Samples: Aerojet Ordnance Tennessee Inc

Action Without a Meeting. Any Unless otherwise restricted by the Charter or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors Directors, or of any committee thereof thereof, may be taken without a meeting, meeting if all members of the Board or all regular members of such 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 or committee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sun Life Insurance & Annuity Co of New York)

Action Without a Meeting. Any action required or ------------------------ permitted to be taken at any meeting of by the Board of Directors Directors, or of any committee thereof thereof, may be taken without a meeting, meeting if all members of the Board or committee, as the case may be, consent thereto in writing, writing to the adoption of a resolution authorizing the action. The resolution and the writing written consents thereto by the members of the Board or writings are committee shall be filed with the minutes of proceedings of the Board or committee.

Appears in 1 contract

Samples: J Crew Group Inc

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board board of Directors directors or of any a committee thereof may be taken without a meeting, meeting if all the members of the Board board or of such committee, as the case may be, consent thereto in writingwriting or by electronic transmission, and the such writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings records of the Board meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

Appears in 1 contract

Samples: Ims Health Incorporated (Ims Health Inc)

Action Without a Meeting. Any action required or permitted to that may be taken at any a meeting of the Board of Directors directors, or of any committee thereof a committee, may be taken without a meetingmeeting if a consent in writing, if setting forth the actions taken, shall be signed by all of the directors, or all of the 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 or committee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Elsinore Corp)

Action Without a Meeting. Any To the extent permitted by applicable Law, 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, meeting if all members of the Board or committeeany committee designated by the Board, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of or proceedings of the Board or committeeany committee designated by the Board.

Appears in 1 contract

Samples: Shareholders Agreement (Coca Cola Femsa Sab De Cv)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board directors or a committee of Directors or of any committee thereof directors may be taken without a meeting, without prior notice and without a vote, if all of the directors or committee members entitled to vote on it consent to it in writing or, to the extent permitted by law, by electronic transmission. Such consents shall be filed with the minutes of the proceedings 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 or committee.applicable. 5.12

Appears in 1 contract

Samples: ITC Holdings Corp.

Action Without a Meeting. Any action required or permitted to be taken at any meeting by the Board, or by a committee of the Board of Directors or of any committee thereof Board, may be taken without a meeting, meeting if all members of the Board or the committee, as the case may be, consent thereto in writing, writing to the adoption of a resolution authorizing the action. Any such resolution and the writing written consents thereto by the members of the Board of Directors or writings are committee shall be filed with the minutes of the proceedings of the Board of Directors or committee.. Section 3.13

Appears in 1 contract

Samples: Employment Agreement (Brera Capital Partners Lp)

Action Without a Meeting. Any action that is required to be or permitted to may be taken at any a meeting of the Board of Directors or of any committee thereof may be taken without a meeting, meeting if all members of the Board or committee, as the case may be, consent thereto consents in writing, and setting forth the writing or writings action so taken, are filed with the minutes of proceedings signed by all of the Board or committeeDirectors. The consents shall have the same force and effect as a unanimous vote at a meeting duly held.

Appears in 1 contract

Samples: Operating Agreement (Tortoise Total Return Fund, LLC)

Action Without a Meeting. Any action required Notwithstanding Section 5.03, on any matter requiring an approval or permitted to be taken at any meeting consent of the Board of Directors under this Agreement or of the Act, the Board or any committee thereof may be taken take such action without a meeting, without notice and without a vote if all members of the Board a consent or committee, as the case may be, consent thereto consents in writing, and setting forth the writing or writings are filed with the minutes of proceedings action so taken, shall be signed by all of the Board or Directors or, in the case of a committee, all of the Directors who are members of such committee.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Comcast Corp)

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