Common use of MEETINGS AND ACTION OF COMMITTEES Clause in Contracts

MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article 3 of these bylaws, Section 3.5 (place of meetings), Section 3.6 (regular meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice), Section 3.10 (adjournment), Section 3.11 (notice of adjournment), and Section 3.12 (action without meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the board of directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Lightspan Partnership Inc), Stock Purchase Agreement (Lightspan Partnership Inc)

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MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article 3 III of these bylawsBy-Laws, Section 3.5 3.6 (place of meetings), Section 3.6 3.7 (regular meetings), Section 3.7 3.8 (special meetings and notice), Section 3.8 3.9 (quorum), Section 3.9 3.10 (waiver of notice), Section 3.10 3.11 (adjournment), Section 3.11 3.12 (notice of adjournment), and Section 3.12 3.13 (action without meeting), with such changes in the context of those bylaws By-Laws as are necessary to substitute the committee and its members for the board Board of directors Directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the board Board of directors Directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the board Board of directorsDirectors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board Board of directors Directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylawsBy-Laws.

Appears in 2 contracts

Samples: Eagle Aero Holdings CORP, Eagle Aero Holdings CORP

MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the following provisions of Article 3 III of these bylaws, : Section 3.5 3.6 (place of meetings; meetings by telephone), Section 3.6 3.8 (regular meetings), Section 3.7 3.9 (special meetings and meetings; notice), Section 3.8 3.10 (quorum), Section 3.9 3.11 (waiver of notice), Section 3.10 3.12 (adjournment), Section 3.11 3.13 (notice of adjournment), ) and Section 3.12 3.14 (board action by written consent without meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the board of directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

Appears in 1 contract

Samples: Recapitalization Agreement (Mapquest Com Inc)

MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article 3 III of these bylawsBylaws, Section 3.5 3.6 (place of meetings), Section 3.6 3.7 (regular meetings), Section 3.7 3.8 (special meetings and notice), Section 3.8 3.9 (quorum), Section 3.9 3.10 (waiver of notice), Section 3.10 3.11 (adjournment), Section 3.11 3.12 (notice of adjournment), and Section 3.12 3.13 (action without meeting), with such changes in the context of those bylaws Bylaws as are necessary to substitute the committee and its members for the board of directors Board and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the board of directors Board or by resolution of the committeecommittees, that special meetings of committees may also be called by resolution of the board of directorsBoard, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committeecommittees. The board of directors Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylawsBylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger

MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of: (i) Section 3.4 (Location of Article 3 of these bylaws, Section 3.5 Meetings; Meetings By Telephone); (place of meetings), ii) Section 3.6 (regular meetingsRegular Meetings), ; (iii) Section 3.7 (special meetings and noticeSpecial Meetings), ; (iv) Section 3.8 (quorumQuorum and Action at Meetings), ; (v) Section 3.9 (waiver Action Without a Meeting) and (vi) Section 4.4 (Waiver of noticeNotice), Section 3.10 (adjournment), Section 3.11 (notice of adjournment), and Section 3.12 (action without meeting), ; with such changes in the context of those bylaws Bylaws as are necessary to substitute the committee and its members for the board of directors Board and its members; provided, however, that (a) the time of regular meetings of committees may be determined either by resolution of the board of directors Board or by resolution of the committee, that (b) special meetings of committees may also be called by resolution of the board of directors, Board and that (c) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylawsBylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Asv Holdings, Inc.)

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MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article 3 III of these bylawsBylaws, Section 3.5 3.3 (place of meetings), Section 3.6 3.4 (regular meetings), Section 3.7 3.5 (special meetings and notice), Section 3.8 (quorum), Section 3.9 3.7 (waiver of notice), Section 3.10 3.8 (adjournment), Section 3.11 3.9 (notice of adjournment), and Section 3.12 3.10 (action without meeting), with such changes in the context of those bylaws Bylaws as are necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee, that special meetings of committees may also be called by the chairperson of the committee or by resolution of the board of directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. In addition, for purposes of this Section 4.2, one-third (1/3) of the members of any committee of the board of directors shall constitute a quorum unless the committee shall consist of one (1) or two (2) members, in which event one (1) member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. The board of directors or the committee may adopt rules for the government of any committee not inconsistent with the provisions of these bylawsBylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Instinet Group Inc)

MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article 3 III of these bylawsBylaws, Section 3.5 (place of meetings), Section 3.6 (regular meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9 (waiver of notice), Section 3.10 (adjournment), Section 3.11 (notice of adjournment), and Section 3.12 (action without meeting), with such changes in the context of those bylaws Bylaws as are necessary to substitute the committee and its members for the board of directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the board of directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylawsBylaws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Electro Pulse Technologies Commercial Inc)

MEETINGS AND ACTION OF COMMITTEES. Meetings and actions action of committees shall be governed by, and held and taken in accordance with, the provisions of Article 3 of these bylaws3, Section paragraph 3.5 (place Place of meetingsMeetings), Section 3.6 paragraph 3.7 (regular meetingsRegular Meetings), Section 3.7 paragraph 3.8 (special meetings Special Meetings and noticeNotice), Section 3.8 paragraph 3.9 Quorum, paragraph 3.10 (quorumWaiver of Notice), Section 3.9 paragraph 3.11 (waiver of noticeAdjournment), Section 3.10 (adjournment), Section 3.11 (notice of adjournment), and Section paragraph 3.12 (action without meetingNotice of Adjournment) and paragraph 3.13 (Action Without Meeting), with such changes in the context of those bylaws By-Laws as are necessary to substitute the committee and its members for the board of directors and its members; provided, however, except that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of as well as the committee, that special meetings of committees may also be called by resolution resolutions of the board of directors, and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these bylawsBy-Laws.

Appears in 1 contract

Samples: Agreement (Entech Environmental Technologies Inc)

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