Common use of Presumption of Assent Clause in Contracts

Presumption of Assent. A director of the Corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

Appears in 8 contracts

Samples: Equity Agreement (Viewray Inc), Equity Agreement (ViewRay, Inc.), Equity Agreement (ViewRay, Inc.)

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Presumption of Assent. A director of the Corporation who is present at a meeting of its the Board of Directors at which action on any corporate matter is taken shall be presumed to presumed, to. have assented to the action taken unless he votes against his/her dissent shall be entered m'to the minutes of the meeting or unless he/she shall file written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or abstains from voting shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in respect thereto because favor of an asserted conflict of interestsuch action.

Appears in 3 contracts

Samples: Stemcell Global Research Inc, Stemcell Global Research Inc, Stemcell Global Research Inc

Presumption of Assent. A director of the Corporation who is present at a meeting of its the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he such director votes against such action or abstains from voting in respect thereto because of an asserted conflict of interestinterests.

Appears in 2 contracts

Samples: Display Technologies Inc, Old Florida Bankshares Inc

Presumption of Assent. A director of the Corporation corporation who is present at a meeting of its the Board of Directors or a committee thereof at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he votes against shall file his written dissent to such action or abstains from voting with the person acting as the secretary of the meeting before the adjournment thereof. Such right to dissent shall not apply to a director who voted in respect thereto because favor of an asserted conflict of interestsuch action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dentsply International Inc /De/), Agreement and Plan of Merger (Sirona Dental Systems, Inc.)

Presumption of Assent. A director of the Corporation who is present at a meeting of its the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he such director votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

Appears in 2 contracts

Samples: Gulf Coast Bancorp Inc, Centerstate Banks of Florida Inc

Presumption of Assent. A director of the Corporation who is present at a meeting of its the Board of Directors at which or a committee of the Board of Directors when corporate action on any corporate matter is taken shall be presumed is deemed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.unless:

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Finish Line Inc /In/)

Presumption of Assent. A director of the Corporation who is present at a meeting of its the Board of Directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless he votes against such director’s dissent shall be entered in the minutes of the meeting or unless such director shall file such director’s written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or abstains from voting shall forward such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in respect thereto because favor of an asserted conflict of interestsuch action.

Appears in 2 contracts

Samples: Purchase Agreement (Power Solutions International, Inc.), Purchase Agreement (Power Solutions International, Inc.)

Presumption of Assent. A director Director of the Corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

Appears in 2 contracts

Samples: Credit and Security Agreement (Neogenomics Inc), Revolving Credit and Security Agreement (Neogenomics Inc)

Presumption of Assent. A director of the Corporation who is present at a ---------- --------------------- meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken taken, unless he lie votes against such action or abstains from voting in respect thereto because of an asserted conflict of interestthereto. A director may abstain from voting on any matter in his or her sole discretion.

Appears in 2 contracts

Samples: Agreement (Bid Com International Inc), Agreement (Bid Com International Inc)

Presumption of Assent. A director of the Corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken on any corporate matter at a board of directors meeting at which he is present, unless his dissent is entered in the minutes of the meeting or unless he votes against forwards such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. A director who voted in favor of such action or abstains from voting in respect thereto because of an asserted conflict of interestmay not so dissent.

Appears in 2 contracts

Samples: Settlement Agreement (Rightchoice Managed Care Inc), Settlement Agreement (Rightchoice Managed Care Inc)

Presumption of Assent. A director of the this Corporation who is present at a meeting of its the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.unless:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Luxottica Group Spa), Agreement and Plan of Merger (Oakley Inc)

Presumption of Assent. A director of the Corporation who is present at a meeting of its the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken taken, unless he objects at the beginning of the meeting to holding it or transacting specified business at the meeting or he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interestthe action taken.

Appears in 2 contracts

Samples: Agreement of Assumption (Fairfield Communities Inc), Agreement and Plan of Merger (Fairfield Communities Inc)

Presumption of Assent. A director of the Corporation Company who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action action, or abstains from voting in respect thereto because of an asserted conflict of interest.

Appears in 1 contract

Samples: Security Agreement (Virbac Corp)

Presumption of Assent. A director of the Corporation corporation who is present at a meeting of its the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered into the minutes of the meeting or unless he votes against or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or abstains from voting shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in respect thereto because favor of an asserted conflict of interestsuch action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MidWestOne Financial Group, Inc.)

Presumption of Assent. A director of the Corporation corporation who is present at a meeting of its the Board of Directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he votes against or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or abstains from voting shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in respect thereto because favor of an asserted conflict of interestsuch action.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Clear System Recycling, Inc.)

Presumption of Assent. A director of the Corporation who is --------------------- present at a meeting of its the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against shall file Ms written dissent to such action with the person acting as the Secretary of the meeting before adjournment thereof or abstains from voting shall forward such dissent by certified mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in respect thereto because favor of an asserted conflict of interestsuch action.

Appears in 1 contract

Samples: Plan and Agreement (Charys Holding Co Inc)

Presumption of Assent. A director of the Corporation who is present at a meeting of its Board of Directors at which the Board, when an action on any corporate matter is taken shall be approved by the Board, is presumed to have assented to the action taken approved, unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.the director:

Appears in 1 contract

Samples: Charter School Authorizer Agreement

Presumption of Assent. A director of the Corporation who is corporation present at a Board meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such director's dissent is entered in the minutes of the meeting, or unless such director files a written dissent to such action with the person acting at the secretary of the meeting before the adjournment thereof, or abstains from voting unless such director forwards such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. A director who voted in respect thereto because favor of an asserted conflict of interestsuch action may not dissent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aviall Inc)

Presumption of Assent. A director of the Corporation who is present at a meeting of its the Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he objects at the beginning of the meeting (or promptly upon arriving) to the holding of the meeting or transacting the specified business at the meeting, or if the director votes against such the action taken or abstains from voting in respect thereto because of an asserted conflict of interest.

Appears in 1 contract

Samples: Stock Exchange Agreement (Equity Growth Systems Inc /De/)

Presumption of Assent. A director of the Corporation Director who is present at a meeting of its the Board of Directors at which action on any corporate matter is taken shall be presumed deemed to have assented to the voted in favor of any action taken unless he votes voted against such action or abstains abstained from voting in respect thereto because of an asserted conflict of interest.

Appears in 1 contract

Samples: Purchase and Sale Agreement

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Presumption of Assent. A director of the Corporation who is --------------------------------- present at a meeting of its Board the board of Directors at which directors or a committee of the board of directors when corporate action on any corporate matter is taken shall be is presumed to have assented to the action taken unless he votes against such action it or expressly abstains from voting in respect thereto because on the action taken, or, he objects at the beginning of an asserted conflict the meeting to the holding of interestthe meeting or transacting specific business at the meeting.

Appears in 1 contract

Samples: Escrow Agreement (Charys Holding Co Inc)

Presumption of Assent. A director of the Corporation who is present at a meeting of its Board of Directors at which or a committee of the Board of Directors when corporate action on any corporate matter is taken shall be presumed is deemed to have assented to the action taken unless unless: (a) he or she objects at the beginning of the meeting (or promptly upon his or her arrival) to holding it or transacting specified business at the meeting; or (b) he or she votes against such action or abstains from voting in respect thereto because of an asserted conflict of interestthe action taken.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quantum FinTech Acquisition Corp)

Presumption of Assent. A director of the Corporation who is present at a meeting of its the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he votes against shall file his written dissent to such action or abstains from voting in respect thereto because with the person acting as secretary of an asserted conflict the meeting promptly following approval of interestthe minutes of the meeting.

Appears in 1 contract

Samples: Management Agreement

Presumption of Assent. A director of the Corporation Company who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented asserted to the action taken unless he votes against such action action, or abstains from voting in respect thereto because of an asserted conflict of interest.

Appears in 1 contract

Samples: Security Agreement (Virbac Corp)

Presumption of Assent. A director of the Corporation who is present at a meeting of its Board the board of Directors at which directors or a committee of the board of directors when corporate action on any corporate matter is taken shall be is presumed to have assented to the action taken unless he votes against such action it or expressly abstains from voting in respect thereto because on the action taken, or, he objects at the beginning of an asserted conflict the meeting to the holding of interestthe meeting or transacting specific business at the meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Applica Inc)

Presumption of Assent. A director Director of the Corporation who is present at a meeting of its the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken taken, unless he votes against his dissent shall be manifested in the manner required by the Act. Such right to dissent shall not apply to a Director who voted in favor of such action or abstains from voting in respect thereto because of an asserted conflict of interestaction.

Appears in 1 contract

Samples: Stock Purchase Agreement (Xo Communications Inc)

Presumption of Assent. A director of the Corporation this corporation who is present at a meeting of its Board of Directors Directors, or a committee of the Board of Directors, at which action on any corporate matter is taken shall be presumed to have assented to the action taken taken, unless he or she (i) objects at the beginning of the meeting (or promptly upon his or her arrival) to holding the meeting or transacting specified business at the meeting, or (ii) votes against such action or abstains from voting in respect thereto because of an asserted conflict of interestthe action taken.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Technology Research Corp)

Presumption of Assent. A director of the Corporation who is present at a meeting of its Board of Directors directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Accentia Biopharmaceuticals Inc)

Presumption of Assent. A director of the Corporation who is present at a meeting of its Board of Directors or a committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (a) he objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting specified business at the Meeting; or (b) he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interestthereto.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Nexgen Vision Inc)

Presumption of Assent. A director of the Corporation who is present at a meeting of its the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against the dissent of such action director shall be entered in the minutes of the meeting, filed in writing with the person acting as the secretary of the meeting before the adjournment thereof or abstains from voting forwarded by registered mail to the Secretary of the Corporation immediately after the meeting. Such right to dissent shall not apply to a director who voted in respect thereto because favor of an asserted conflict of interestsuch action.

Appears in 1 contract

Samples: Share Exchange Agreement (Fresh Ideas Media Inc)

Presumption of Assent. A director of the Corporation who is present at a meeting of its the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken taken, unless he votes against the director’s dissent or abstention is entered in the minutes of the meeting or the director files a written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment of the meeting or abstains from voting forwards such dissent or abstention by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a director who voted in respect thereto because favor of an asserted conflict of interestsuch action.

Appears in 1 contract

Samples: Lease Agreement

Presumption of Assent. A director Director of the Corporation Company who is present at a meeting of its the Board of Directors at which action on any corporate Company matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he votes against or she shall file his or her written dissent to such action or abstains from voting in respect thereto because with the secretary of an asserted conflict of interestthe meeting before the adjournment thereof.

Appears in 1 contract

Samples: First Amended Shareholders Agreement and Bylaws Of (Erxsys Inc)

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