Common use of Informal Action by Directors Clause in Contracts

Informal Action by Directors. 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 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 such committee.

Appears in 6 contracts

Samples: Securities Purchase Agreement (MDNA Life Sciences, Inc.), Agreement and Plan of Merger (Iac/Interactivecorp), Securities Purchase Agreement (MDNA Life Sciences, Inc.)

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Informal Action by Directors. 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, Directors or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writingwriting (which may be in counterparts), and the writing written consent or writings consents are filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Chicago Mercantile Exchange Holdings Inc), Agreement and Plan of Merger (Chicago Mercantile Exchange Holdings Inc), Agreement and Plan of Merger (Cbot Holdings Inc)

Informal Action by Directors. Unless otherwise restricted by the Act, the Certificate of Incorporation Formation or these Bylawsthis Agreement, any action required or permitted to be taken at any meeting of the Board of DirectorsBoard, or of any committee Committee thereof, may be taken without a meeting if all members of the Board of Directors or such committeeCommittee, 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 such committeeCommittee.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Ally Auto Assets LLC), Limited Liability Company Agreement (Ally Wholesale Enterprises LLC), Limited Liability Company Agreement (Ally Auto Assets LLC)

Informal Action by Directors. Unless otherwise restricted by the Certificate certificate of Incorporation 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 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 such committee.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Sra International, Inc.), Employment Agreement (United Shields Corp/Oh/)

Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any Any action required or permitted to be taken at any a meeting of the Board of DirectorsBoard, or of any committee thereof, may be taken without a meeting if all members of the Board Board, or of Directors or such 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 Board, or of Directors or such committee.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (ACCO International Holdings, Inc.), Limited Liability Company Agreement (Acco Brands Corp)

Informal Action by Directors. Unless otherwise restricted by the Certificate LLC Act, the Articles of Incorporation Organization or these Bylawsthis Agreement, any action required or permitted to be taken at any meeting of the Board of DirectorsBoard, or of any committee Committee thereof, may be taken without a meeting if all members of the Board of Directors (excluding any Independent Director except in those instances where an Independent Director’s vote is required) or such committeeCommittee, 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 such committeeCommittee.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (John Deere Receivables LLC), Limited Liability Company Agreement (John Deere Receivables LLC)

Informal Action by Directors. Unless otherwise restricted by the Act, the Certificate of Incorporation Formation, the Certificate of Conversion or these Bylawsthis Agreement, any action required or permitted to be taken at any meeting of the Board of DirectorsBoard, or of any committee Committee thereof, may be taken without a meeting if all members of the Board of Directors or such committeeCommittee, 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 such committeeCommittee.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Wholesale Auto Receivables LLC), Limited Liability Company Agreement (Capital Auto Receivables LLC)

Informal Action by Directors. Unless otherwise restricted by the Certificate certificate of Incorporation incorporation or these Bylawsbylaws, 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 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 such committee.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Raindance Communications Inc), Educational Video Conferencing Inc

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Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylawsbylaws, 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, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ixia), Agreement and Plan of Merger (Ixia)

Informal Action by Directors. Unless otherwise restricted by the LLC Act, the Certificate of Incorporation Formation or these Bylawsthis Agreement, including Section 4.9, any action required or permitted to be taken at any meeting of the Board of DirectorsBoard, or of any committee Committee thereof, may be taken without a meeting if all members of the Board of Directors or such committeeCommittee, 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; provided that the consent of Directors or such committeethe Independent Director shall only be required in connection with Sections 4.9 and 8.2.

Appears in 1 contract

Samples: Carvana Receivables Depositor LLC

Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any 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 meeting if a consent in writing setting forth the action so taken shall be signed by all of the members of the Board of Directors or of such committee, as the case may be, consent thereto in writingentitled to vote with respect to the subject matter thereof, and such consent shall have the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committeesame force and effect as a unanimous vote.

Appears in 1 contract

Samples: Agreement (Capmark Finance Inc.)

Informal Action by Directors. Unless otherwise restricted by the Certificate certificate of Incorporation 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, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tekelec)

Informal Action by Directors. 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, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 1 contract

Samples: Side Agreement (Tekelec)

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