Common use of Action Without Meeting Clause in Contracts

Action Without Meeting. Any action that may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such consents shall be filed with the records of Shareholder meetings. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Appears in 37 contracts

Samples: Master Commodity Strategies LLC, Dryden Core Investment Fund, Vantagepoint Funds

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Action Without Meeting. Any action that which may be taken at any meeting of by Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders majority of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Outstanding Shares entitled to vote on that action were present and voted. All the matter (or such consents larger proportion thereof as shall be required by law) consent to the action in writing and the written consents are filed with the records of Shareholder meetingsthe meetings of Shareholders. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Appears in 35 contracts

Samples: Agreement (Harbor ETF Trust), Agreement and Declaration of Trust (Harbor ETF Trust), Agreement and Declaration (Harbor ETF Trust)

Action Without Meeting. Any action that may to be taken at any meeting of by Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which (a) all Shares Shareholders entitled to vote on that the matter consent to the action were present in writing, (b) all Shareholders entitled to notice of the meeting but not entitled to vote at it sign a written waiver of any right to dissent, and voted. All such (c) the written consents shall be are filed with the records of Shareholder meetingsthe meeting of Shareholders. Such consents consent shall be treated for all purposes as a vote taken at a meeting of Shareholdersmeeting.

Appears in 31 contracts

Samples: Global Custody Agreement (Vanguard Malvern Funds), Instrument (Vanguard Star Funds), Instrument (Vanguard Treasury Fund)

Action Without Meeting. Any Unless otherwise provided in the Certificate of Incorporation, any action that may permitted or required by law, the Certificate of Incorporation or these bylaws to be taken at any a meeting of Shareholders stockholders, may be taken without a meeting and meeting, without prior notice and without a vote, if a consent in writing writing, setting forth the action so taken is taken, shall be signed by the holders of outstanding Shares stock having not less than the minimum number of votes that would be necessary to authorize or take that such action at a meeting at which all Shares shares entitled to vote on that action thereon were present and voted. All such consents Prompt notice of the taking of the corporate action without a meeting by less than a unanimous written consent shall be filed with given by the records of Shareholder meetings. Such consents shall be treated for all purposes as a vote taken at a meeting of ShareholdersSecretary to those stockholders who have not consented in writing.

Appears in 11 contracts

Samples: Voting Agreement (Roan Resources, Inc.), Master Reorganization Agreement (New Atlas HoldCo Inc.), Master Reorganization Agreement (Atlas Energy Solutions Inc.)

Action Without Meeting. Any action that which may be taken at any meeting of by Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders majority of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Outstanding Shares entitled to vote on that action were present and voted. All the matter (or such consents larger proportion thereof as shall be required by law, the Declaration of Trust or these By-laws) consent to the action in writing and the written consents are filed with the records of Shareholder meetingsthe meetings of Shareholders. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Appears in 8 contracts

Samples: Cushing Royalty & Income Fund, Cushing MLP Total Return Fund, Cushing American Renaissance Fund

Action Without Meeting. Any action that which may be taken at any meeting of by Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders majority of Outstanding Shares and a majority of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares Preferred Securities, in each case entitled to vote on that action were present and voted. All the matter (or such consents larger proportion thereof as shall be required by law), consenting as separate classes and together as a single class, consent to the action in writing and the written consents are filed with the records of Shareholder meetingsthe meetings of Shareholders. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Appears in 8 contracts

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

Action Without Meeting. Any Unless otherwise provided in the Agreement or applicable law, any action that required to be taken at any meeting of the Shareholders, or any action which may be taken at any meeting of Shareholders the Shareholders, may be taken without a meeting and meeting, without prior notice and without a vote, if a consent in writing writing, setting forth the action so taken is taken, shall be signed by the holders of outstanding Shares of a class of Shares having not less than the minimum number of votes that would be necessary to authorize or take that such action at a meeting at which all Shares of such class entitled to vote on that action thereon were present and voted. All Prompt notice of the taking of any such consents action without a meeting by less than unanimous written consent shall be filed with the records given to those Shareholders of Shareholder meetings. Such consents shall be treated for all purposes as a vote taken at a meeting such class of ShareholdersShares who have not consented in writing.

Appears in 8 contracts

Samples: Invesco Van Kampen Trust for Investment Grade New Jersey Municipals, Invesco Quality Municipal Income Trust, Invesco High Yield Investments Fund, Inc.

Action Without Meeting. Any action that may to be taken at any meeting of by Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which (a) all Shares Shareholders entitled to vote on that the matter consent to the action were present in writing, (b) all Shareholders entitled to notice of the meeting but not entitled to vote at it sign a written waiver of any right to dissent, and voted. All such (c) the written consents shall be are filed with the records of Shareholder meetingsthe meeting of Shareholders. Such consents consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.meeting. ARTICLE III

Appears in 7 contracts

Samples: Instrument (Vanguard New Jersey Tax-Free Funds), Instrument (Vanguard Municipal Bond Funds), Instrument (Vanguard Massachusetts Tax-Exempt Funds)

Action Without Meeting. Any action that which may be taken at any meeting of by Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth all of the action so taken is signed by the holders of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Outstanding Shares entitled to vote on that the matter consent to the action were present in writing and voted. All such the written consents shall be are filed with the records of Shareholder meetingsthe meetings of Shareholders. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Appears in 6 contracts

Samples: Miller/Howard High Income Equity Fund, Crow Point Global Dividend Plus Fund, PRISM Multi Strategy Fund

Action Without Meeting. Any action that which may be taken at any meeting of by Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders majority of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Outstanding Shares entitled to vote on that action were present and voted. All the matter (or such consents larger proportion thereof as shall be required by law) consent to the action in writing and the written consents are filed with the records of Shareholder meetingsthe meetings of Shareholders. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholders.. ARTICLE 4

Appears in 6 contracts

Samples: Calamos Convertible Opportunities & Income Fund, Calamos Global Dynamic Income Fund, Calamos Convertible & High Income Fund

Action Without Meeting. Any The shareholders may take any action that may be taken they could take at any a meeting of Shareholders may be taken without a meeting and meeting, without prior notice and without a vote, if the holders of all shares entitled to vote on the action sign a written consent in writing setting forth the action so taken is signed by the holders of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such consents shall be filed with the records of Shareholder meetingstaken. Such consents shall a consent may be treated for all purposes as a vote taken at a meeting of Shareholderssigned in counterparts.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Westland Development Co Inc), Agreement and Plan of Merger (Westland Development Co Inc), Agreement and Plan of Merger (Westland Development Co Inc)

Action Without Meeting. Any action that may be taken at any meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of Shareholders holding outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such consents shall be filed with the records of Shareholder meetings. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Appears in 4 contracts

Samples: By (Prudential Series Fund), Pgim Etf Trust, Jennison 20/20 Focus Fund

Action Without Meeting. Any Unless otherwise provided in the Agreement or applicable law, any action that required to be taken at any meeting of the Shareholders, or any action which may be taken at any meeting of Shareholders the Shareholders, may be taken without a meeting and meeting, without prior notice and without a vote, if a consent in writing writing, setting forth the action so taken is taken, shall be signed by the holders of outstanding Outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that such action at a meeting at which all Shares entitled to vote on that action thereon were present and voted. All Prompt notice of the taking of any such consents action without a meeting by less than unanimous written consent shall be filed with the records of Shareholder meetings. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholdersgiven to those Shareholders who have not consented in writing.

Appears in 3 contracts

Samples: Aim Counselor Series Trust (Invesco Counselor Series Trust), Invesco Management Trust, Short Term Investments Trust

Action Without Meeting. Any action that required by law to be taken at a meeting of shareholders, or any action which may be taken at any a meeting of Shareholders shareholders, may be taken without a meeting and without prior notice if a consent in writing setting forth the action so to be taken is shall be signed by all of the holders of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares shareholders entitled to vote on that action were present with respect to the subject matter thereof, and voted. All such consents shall be written consent is filed with the records minutes of Shareholder meetings. Such consents shall be treated for all purposes as a vote taken at a meeting the proceedings of Shareholdersthe shareholders.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lincoln National Corp), Agreement and Plan of Merger (Jefferson Pilot Corp)

Action Without Meeting. Any action that may to be taken at any meeting of Shareholders by stockholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which (a) all Shares stockholders entitled to vote on that the matter consent to the action were present in writing, (b) all stockholders entitled to notice of the meeting but not entitled to vote at it sign a written waiver of any right to dissent and voted. All such (c) said consents shall be and waivers are filed with the records of Shareholder meetingsthe meetings of stockholders. Such consents consent shall be treated for all purposes as a vote taken at a meeting of Shareholdersthe meeting.

Appears in 2 contracts

Samples: Scudder New Europe Fund Inc, Kemper New Europe Fund Inc

Action Without Meeting. Any Unless otherwise provided in the Certificate of Incorporation, any action that may permitted or required by law, the Certificate of Incorporation or these Bylaws to be taken at any a meeting of Shareholders stockholders, may be taken without a meeting and meeting, without prior notice and without a vote, if a consent in writing writing, setting forth the action so taken is taken, shall be signed by the holders of outstanding Shares stock having not less than the minimum number of votes that would be necessary to authorize or take that such action at a meeting at which all Shares shares entitled to vote on that action thereon were present and voted. All such consents Prompt notice of the taking of the corporate action without a meeting by less than a unanimous written consent shall be filed with given by the records of Shareholder meetings. Such consents shall be treated for all purposes as a vote taken at a meeting of ShareholdersSecretary to those stockholders who have not consented in writing.

Appears in 2 contracts

Samples: Business Combination Agreement and Plan of Reorganization (Lion Electric Co), Business Combination Agreement and Plan of Reorganization (Northern Genesis Acquisition Corp.)

Action Without Meeting. Any action that may required or permitted to be taken at any meeting of Shareholders may the Stockholders (including the annual meeting) may, to the extent permitted by applicable law, be taken without a meeting and without prior notice if a with the written consent in writing setting forth the action so taken is signed by of the holders of outstanding Shares having not less than the minimum record of that number of votes that would be necessary outstanding shares of the Corporation which is then required to authorize or take such action, provided that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such consents written consent shall be filed with the records minutes of Shareholder meetings. Such consents proceedings of the Stockholders, and provided further that written notice of such action shall be treated for given as required by law to all purposes as a vote taken at a meeting of Shareholdersnonconsenting Stockholders.

Appears in 2 contracts

Samples: Business Combination Agreement (Achari Ventures Holdings Corp. I), Business Combination Agreement (VASO Corp)

Action Without Meeting. Any action that may be taken at any ---------------------- meeting of Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such consents shall be filed with the records of Shareholder meetings. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Appears in 2 contracts

Samples: Merrill Lynch Inflation Protected Bond Fund, Managed Account Series

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Action Without Meeting. Any action that which may be taken at any meeting of by Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders majority of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares shares entitled to vote on that action were present and voted. All the matter (or such consents larger proportion thereof as shall be required by law) consent to the action in writing and the written consents are filed with the records of Shareholder meetingsthe meetings of Shareholders. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Appears in 2 contracts

Samples: Calamos Long/Short Equity & Income 2028 Term Trust, Calamos Long/Short Equity & Dynamic Income Trust

Action Without Meeting. Any action that may required or permitted to be taken at any meeting of Shareholders the Holders may be taken without a meeting and without prior notice if a written consent in writing setting forth the or consents to such action so taken is signed by all Holders and delivered to the holders Trustee. Notice of outstanding Shares having not less than the minimum number of votes that would any meeting to be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such consents held pursuant hereto shall be filed given in the manner provided in the Bylaws of the Corporation relative to notice and purpose of Common Stockholders' meetings and shall be held and conducted in accordance with the records Bylaws of Shareholder the Corporation relative to Common Stockholder's meetings. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Appears in 1 contract

Samples: Voting Trust Agreement (I Storm Inc)

Action Without Meeting. Any action that which may be taken at any meeting of by Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth majority of the action so taken is signed by net asset value of the holders of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Outstanding Shares entitled to vote on that action were present and voted. All the matter (or such consents larger proportion thereof as shall be required by law) consent to the action in writing and the written consents are filed with the records of Shareholder meetingsthe meetings of Shareholders. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Appears in 1 contract

Samples: Agreement and Declaration of Trust (Hambrecht & Quist Fund Trust)

Action Without Meeting. Any action that The shareholders may be taken at any meeting of Shareholders may be taken act without a meeting and without if, prior notice if a or subsequent to such action, each shareholder who would have been entitled to vote upon such action shall consent in writing setting forth the action so taken is signed by the holders of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize such action. Such written consent or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All such consents shall be filed with in the records of Shareholder meetings. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholdersminute book.

Appears in 1 contract

Samples: Sky Way Aircraft Inc

Action Without Meeting. Any action that which may be taken at any meeting of by Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders majority of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Outstanding Shares entitled to vote on that action were present and voted. All the matter (or such consents larger or smaller proportion thereof as shall be required by applicable U.S federal or non-U.S. law, the LLC Agreement or these By-Laws) consent to the action in writing and the written consents are filed with the records of Shareholder meetingsthe meetings of Shareholders. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Appears in 1 contract

Samples: Usa Reit Fund LLC

Action Without Meeting. Any action that may required or permitted to ---------------------- be taken at any a meeting of Shareholders shareholders may be taken without a meeting and without prior notice if a all the shareholders consent in writing setting forth the action so taken is signed by the holders of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and votedsuch action. All such Such written consents shall be filed with the records minutes of Shareholder meetings. Such consents shall be treated for all purposes as a vote taken at a meeting proceedings of Shareholdersshareholders.

Appears in 1 contract

Samples: Commercial Aggregates Transportation & Sales LLC

Action Without Meeting. Any action that may required to be taken at any a meeting of Shareholders the stockholders may be taken without a meeting and without prior notice if a consent in writing writing, setting forth the action so taken is taken, shall be signed by the holders of outstanding Shares stock having not less than the minimum number of votes that would be necessary to authorize or take that such action at a meeting at which all Shares shares entitled to vote on that action thereon were present and voted. All such consents Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be filed with the records of Shareholder meetings. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholdersgiven to those stockholders who have not consented in writing.

Appears in 1 contract

Samples: Hain Food Group Inc

Action Without Meeting. Any action required by law to be taken at a meeting of shareholders, or any action that may be taken at any a meeting of Shareholders shareholders, may be taken without a meeting and without prior or notice if a consent in writing writing, setting forth the action so taken is taken, shall be signed by the holders of outstanding Shares stock having not less than the minimum number of votes that would be necessary to authorize or take that such action at a meeting at which all Shares shares entitled to vote on that action thereon were present and voted. All voted with respect to the subject matter thereof, and such consents consent shall be filed with have the records of Shareholder meetings. Such consents shall be treated for all purposes same force and effect as a vote of shareholders taken at such a meeting of Shareholdersmeeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Red Giant Entertainment, Inc.)

Action Without Meeting. Any action that which may be taken at any meeting of by ---------------------------------- Shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders majority of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Outstanding Shares entitled to vote on that action were present and voted. All the matter (or such consents larger proportion thereof as shall be required by law) consent to the action in writing and the written consents are filed with the records of Shareholder meetingsthe meetings of Shareholders. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Appears in 1 contract

Samples: Sun Capital Advisers Trust

Action Without Meeting. Any action that which may be taken at any meeting of by Shareholders may be taken without a meeting and without prior notice if Shareholders holding Shares representing a consent in writing setting forth majority of the action so taken is signed by voting power of the holders of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Shares entitled to vote on that action were present and voted. All the matter (or such consents larger proportion thereof as shall be required by law, the Declaration or these By-Laws for approval of such matter) consent to the action in writing and the written consents are filed with the records of Shareholder meetingsthe meetings of Shareholders. Such consents consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Appears in 1 contract

Samples: Investment Advisory Agreement (MFS Government Securities Fund)

Action Without Meeting. Any action that may to be taken at any meeting of Shareholders by shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of outstanding Shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which (a) all Shares shareholders entitled to vote on that the matter consent to the action were present in writing, and voted. All such (b) all shareholders entitled to notice of the meeting but not entitled to vote at it sign a written waiver of any right to dissent, and (c) the written consents shall be are filed with the records of Shareholder meetingsthe meeting of shareholders. Such consents consent shall be treated for all purposes as a vote taken at a meeting of Shareholdersmeeting.

Appears in 1 contract

Samples: Instrument (Vanguard Chester Funds)

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