Action Without Meetings. Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, is signed by all of the Members. Such consent shall have the same force and effect as a unanimous vote at a meeting.
Appears in 3 contracts
Samples: Operating Agreement (Duke Energy CORP), Limited Liability Company Agreement (Nstar/Ma), Limited Liability Company Agreement (Public Service Co of New Hampshire)
Action Without Meetings. Any Unless otherwise restricted by applicable law or by the Certificate of Incorporation or by these Bylaws, any action required or permitted to be taken at a any meeting of the Members Board or of any committee thereof may be taken without a meeting without prior noticeif all members of the Board or of such committee, and without a voteas the case may be, if a consent thereto in writing, setting forth and the action so taken, is signed by all writing or writings are filed with the minutes of the Members. Such consent shall have proceedings of the same force and effect as a unanimous vote at a meetingBoard or committee.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Complete Genomics Inc), Agreement and Plan of Merger (Complete Genomics Inc), Agreement and Plan of Merger (Healthdyne Inc)
Action Without Meetings. Any action required or permitted to be taken at a Board meeting of the Members may be taken without a meeting without prior noticeif the action is taken by all members of the Board. The action shall be evidenced by one or more written consents describing the action taken, signed by each director, and without a vote, if a consent delivered to the Company for inclusion in writing, setting forth the action so taken, is signed by all of minutes or for filing with the Members. Such consent shall have the same force and effect as a unanimous vote at a meetingCompany.
Appears in 3 contracts
Samples: Operating Agreement (E on Ag), Operating Agreement (LG&E & KU Energy LLC), Operating Agreement (E on Ag)
Action Without Meetings. Any action required or permitted to be taken at a any meeting of the Members Board may be taken without a meeting without prior notice, and without a votemeeting, if a written consent in writing, setting forth the action so taken, thereto is signed by all of the Members. Such Directors eligible to vote thereon and such written consent shall have is filed with the same force and effect as a unanimous vote at a meetingminutes of the Board.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (Angeion Corp/Mn), Limited Liability Company Operating Agreement (Angeion Corp/Mn)
Action Without Meetings. Any action required or permitted to be taken at a any meeting of the Members Board or any committee thereof may be taken without a meeting to the extent and in the manner authorized by the DGCL, Removal of Directors . Unless otherwise restricted by statute, the Certificate of Incorporation, these By-Laws, or any stockholders agreement to which the corporation is a party, any director or the entire Board may be removed, with or without prior noticecause, and without by the holders of a vote, if a consent in writing, setting forth the action so taken, is signed by all majority of the Members. Such consent shall have the same force and effect as a unanimous shares then entitled to vote at a meetingan election of directors.
Appears in 2 contracts
Samples: Note Purchase Agreement (Aegerion Pharmaceuticals, Inc.), Note Purchase Agreement (Aegerion Pharmaceuticals, Inc.)
Action Without Meetings. Any Unless otherwise restricted by applicable ----------------------- law, the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at a any meeting of the Members Board or of any committee thereof may be taken without a meeting without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, is signed by all members of the Members. Such Board or of such committee, as the case may be, consent shall have thereto in writing and the same force and effect as a unanimous vote at a meetingwriting or writings are filed with the minutes of proceedings of the Board or committee.
Appears in 2 contracts
Samples: Exchange Agreement (Entravision Communications Corp), Subordinated Note Purchase and Option Agreement (Entravision Communications Corp)
Action Without Meetings. Any action required or permitted to be taken at a any meeting of the Members Board or any committee thereof may be taken without a meeting without prior notice, to the extent and without a vote, if a consent in writing, setting forth the action so taken, is signed manner authorized by all of the Members. Such consent shall have the same force and effect as a unanimous vote at a meetingDGCL.
Appears in 1 contract
Action Without Meetings. Any action required or permitted to be taken at a any meeting of the Members board of directors or any committee thereof may be taken without a meeting without prior notice, and without a vote, if a by written consent in writing, setting forth the action so taken, is taken signed by all of the Members. Such consent shall have directors entitled to vote with respect to the same force and effect as a unanimous vote at a meetingsubject matter thereof.
Appears in 1 contract
Samples: Employment and Severance Agreement
Action Without Meetings. Any action required or permitted to be taken at a meeting of the Members Members, Board of Directors, or any committee may be taken without a meeting without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, is signed by all of the Members, Directors, or committee members, as the case may be, entitled to vote thereon. Such consent shall have the same force and effect as a unanimous an affirmative vote by the requisite majority at a meeting.
Appears in 1 contract
Samples: Operating Agreement (Entergy Gulf States Louisiana, LLC)
Action Without Meetings. Any Unless otherwise restricted by ----------------------- applicable law or by the Certificate of Incorporation or by these By-laws, any action required or permitted to be taken at a any meeting of the Members Board or of any committee thereof may be taken without a meeting without prior noticeif all members of the Board or of such committee consent thereto in writing as the case may be, and without a vote, if a consent in writing, setting forth the action so taken, is signed by all writing or writings are filed with the minutes of proceedings of the MembersBoard or committee. Such consent Action shall have be taken by the same force stockholders only at annual or special meetings of stockholders and effect as a unanimous vote at a meetingstockholders may not act by written consent.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ps Group Inc)
Action Without Meetings. Any action required or permitted to be taken at a any meeting of the Members Board may be taken without a meeting without prior notice, and without a votemeeting, if a written consent in writing, setting forth the action so taken, thereto is signed by all both Managers, and such written consent is filed with the minutes of proceedings of the MembersBoard. Such consent shall have the same force and effect as a unanimous vote at a meeting.6.6
Appears in 1 contract
Samples: Pepco Holdings Inc