Common use of Action Without Meeting Clause in Contracts

Action Without Meeting. 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 or by electronic transmission, and such writing or writings or 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 22 contracts

Samples: Subscription Agreement (Amplitude Healthcare Acquisition Corp), Agreement and Plan of Merger (Hyperion Therapeutics Inc), Agreement and Plan of Merger (Supernova Partners Acquisition Co II, Ltd.)

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Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any Any action required or permitted to be taken at any meeting of by the Board of Directors or of any committee thereof thereof, as the case may be, may be taken without a meetingmeeting if a consent thereto is signed or transmitted electronically, if as the case may be, by all members of the Board or of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and such the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such 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 10 contracts

Samples: Limited Liability Company Agreement (Och-Ziff Capital Management Group LLC), Limited Liability Company Agreement (Fortress Investment Group Holdings LLC), Limited Liability Company Agreement (New Fortress Energy LLC)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any Any action required or permitted to be taken at any meeting of by the Board of Directors or of any committee thereof thereof, as the case may be, may be taken without a meetingmeeting if a consent thereto is signed or transmitted electronically, if all as the case may be, by a majority of the members of the Board or of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and such the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such 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 7 contracts

Samples: Operating Agreement (Targeted Medical Pharma, Inc.), Operating Agreement (Oaktree Capital Group, LLC), Operating Agreement (Oaktree Capital Group, LLC)

Action Without Meeting. Unless otherwise restricted by provided in 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, directors consent thereto in writing or by electronic transmission, and such the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committeeDirectors. 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 5 contracts

Samples: Agreement and Plan of Reorganization (United Refining Energy Corp), Agreement and Plan of Merger (Chaparral Energy, Inc.), Agreement and Plan of Merger (Edge Petroleum Corp)

Action Without Meeting. Unless otherwise restricted by provided in the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of a committee 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, such committee consent thereto in writing or by electronic transmission, and such the writing or writings or 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 5 contracts

Samples: Agreement and Plan of Reorganization (Chaparral Energy, Inc.), Agreement and Plan of Merger (Chaparral Energy, Inc.), Stock Purchase Agreement (Chaparral Energy, Inc.)

Action Without Meeting. 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 or by electronic transmission, and such the writing or writings or 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: Limited Liability Company Agreement (Blackhawk Biofuels, LLC), Agreement and Plan of Merger (Blackhawk Biofuels, LLC), Agreement and Plan of Merger (Blackhawk Biofuels, LLC)

Action Without Meeting. Unless otherwise restricted by provided in the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of a committee 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, such committee consent thereto in writing or by electronic transmission, and such the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper proper 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: Stock Purchase Agreement (Chaparral Energy, Inc.), Agreement and Plan of Merger (Basic Energy Services Inc), Agreement and Plan of Merger (Grey Wolf Inc)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any Any action required or permitted to be taken at any meeting of by the Board of Directors or of any committee thereof thereof, as the case may be, may be taken without a meetingmeeting if a consent thereto is signed or transmitted electronically, if as the case may be, by all members of the Board or of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and such the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such 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: Limited Liability Company Agreement (Apollo Global Management LLC), Limited Liability Company (Apollo Global Management LLC), Limited Liability Company Agreement (Apollo Global Management LLC)

Action Without Meeting. Unless otherwise restricted by provided in 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, directors consent thereto in writing or by electronic transmission, and such the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committeeDirectors. Such filing shall be in paper proper 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: Agreement and Plan of Merger (Basic Energy Services Inc), Stock Purchase Agreement (Chaparral Energy, Inc.), Agreement and Plan of Merger (Grey Wolf Inc)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof of the Board may be taken without a meeting, meeting if all of the members of the Board or of Directors or any such committee, as the case may be, consent thereto in writing or writing, by electronic transmissiontransmission or transmissions, and such or as otherwise permitted by law and, if required by law, the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or of Directors or such 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 2 contracts

Samples: Agreement and Plan of Merger (Ual Corp /De/), Agreement and Plan of Merger (Continental Airlines Inc /De/)

Action Without Meeting. 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 or by electronic transmission, and such writing or writings or 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. (Del. Code Xxx., tit. 8, § 141(f))

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cornerstone OnDemand Inc), Agreement and Plan of Merger (Gilead Sciences Inc)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any 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 meetingmeeting if a consent thereto is signed by all Board Members, if all members of the Board of Directors or committee, as the case may be, provided that such consent thereto in writing or by electronic transmission, transmission is provided by all of the Board Members and such the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board; provided, however, that such electronic transmission or transmissions must either set forth or be submitted with information from which it can be determined that the electronic transmission or transmissions were authorized by each Board of Directors or committeeMember. 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: Operating Agreement (LODE Payments International LLC), Operating Agreement (StartEngine Real Estate REIT 1 LLC)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylawsthis 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 members of the Board or of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmissionElectronic Transmission, and such writing or writings or transmission or transmissions Electronic 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 2 contracts

Samples: Limited Liability Company Agreement (JMP Group LLC), Limited Liability Company Agreement (MDB Capital Holdings, LLC)

Action Without Meeting. 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 of such committee, as the case may be, consent thereto in writing or by electronic transmission, transmission and such the writing or writings or transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or of such committee. Such electronic transmission or transmissions filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the such minutes are maintained in electronic form.

Appears in 1 contract

Samples: Agreement and Plan of Merger (McCormick & Schmicks Seafood Restaurants Inc.)

Action Without Meeting. 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 or by electronic transmission, and such . Such writing or writings or transmission or transmissions are shall be 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 1 contract

Samples: Business Combination Agreement (McAp Acquisition Corp)

Action Without Meeting. Unless otherwise restricted by this Agreement or the Certificate of Incorporation or these BylawsShareholders 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 members of the Board or of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmissionElectronic Transmission, and such writing or writings or transmission or transmissions Electronic 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 1 contract

Samples: Limited Liability Company Agreement (Cifc LLC)

Action Without Meeting. 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 or by electronic transmission, and such writing . Such consent or writings or transmission or transmissions are consents shall be 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 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Arrowroot Acquisition Corp.)

Action Without Meeting. 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 or by electronic transmission, and such writing or writings or 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 1 contract

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

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any 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 of such committee, as the case may be, consent thereto in writing or by electronic transmission, and such the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee, as the case may be. 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 (First Midwest Bancorp Inc)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any Any action required or permitted to be taken at any meeting of by the Board of Directors or of any committee thereof thereof, as the case may be, may be taken without a meetingmeeting if a consent thereto is signed or transmitted electronically, if all as the case may be, by the number of members of the Board or of Directors or such committee, as the case may be, consent thereto whose approval would be required if all directors then in writing the office or by electronic transmission, all members of such committee were present at such meeting and such the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such 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 Partnership Agreement (Tiptree Financial Partners, L.P.)

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Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any Any action required or permitted to be taken at any meeting of by the Board of Directors or of any committee thereof thereof, as the case may be, may be taken without a meetingmeeting if a consent thereto is signed or transmitted electronically, if all as the case may be, by the number of members of the Board or of Directors or such committee, as the case may be, consent thereto whose approval would be required if all directors then in writing or by electronic transmission, the office were present at such meeting and such the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such 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 Partnership Agreement (Highland Financial Partners, L.P.)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any 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 such committee, as the case may be, consent thereto in writing or by electronic transmission, and such the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee, respectively. 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 (Waddell & Reed Financial Inc)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these the 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 or by electronic transmission, and such writing . Such consent or writings or transmission or transmissions are consents shall be filed with the minutes of proceedings of the Board of Directors or committee. Such After an action is taken, 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 (MedTech Acquisition Corp)

Action Without Meeting. 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 the then members of the Board of Directors or committee, as the case may be, consent thereto in writing writing, or by electronic transmission, transmission and such the writing or writings or 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 1 contract

Samples: Business Combination Agreement (Pioneer Merger Corp.)

Action Without Meeting. 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 of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or 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 1 contract

Samples: Distribution Agreement (CombiMatrix Corp)

Action Without Meeting. 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 or by electronic transmission. After an action is taken, and such writing consent or writings or transmission or transmissions are consents shall be 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 1 contract

Samples: Agreement and Plan of Merger (Panacea Acquisition Corp)

Action Without Meeting. Unless otherwise restricted by the Restated Certificate of Incorporation or these Bylaws, 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 such committee, as the case may be, consent thereto in writing (which may be in counterparts) or by electronic transmission, and such writing the written consent or writings consents or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be made in paper form if the minutes of the Corporation are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Appears in 1 contract

Samples: Investor Rights Agreement (Mosaic Co)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any 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 representing the majority of Directors the voting power of the whole Board or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or transmission or electronic 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 1 contract

Samples: Limited Liability Company Agreement (Cifc LLC)

Action Without Meeting. 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 or by electronic transmission, and such writing or writings or 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. Section 24.

Appears in 1 contract

Samples: Agreement and Plan of Merger (La Jolla Pharmaceutical Co)

Action Without Meeting. 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 or (including by electronic transmission), and such writing or writings or 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 1 contract

Samples: Agreement and Plan of Merger (Forest Road Acquisition Corp. II)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these the 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 or by electronic transmission. After an action is taken, and such writing consent or writings or transmission or transmissions are consents shall be 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 1 contract

Samples: Agreement and Plan of Merger (Graf Acquisition Corp. IV)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these BylawsBy-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 all members of the Board of Directors or committee, as the case may be, consent thereto in writing writing, or by facsimile, electronic mail or other means of electronic transmission, and such the writing or writings writings, or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing filings shall be in paper form if the minutes are maintained in paper form and shall be or in electronic form if the minutes are maintained in electronic form.

Appears in 1 contract

Samples: Stock Purchase Agreement (Taylor Capital Group Inc)

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