Common use of Quorum; Acts of the Board Clause in Contracts

Quorum; Acts of the Board. At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board. Each Director present at a meeting and entitled to participate in such meeting shall be entitled to one vote with respect to any action. If a quorum shall not be present at any meeting of the Board, the Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting and without prior notice if written consents, setting forth the action so taken, are executed by members of the Board or committee, as the case may be, representing the minimum number of votes that would be necessary to authorize or to take such action at a meeting of the Board or committee permitted to vote were present and voted. Written consent includes consent by means of facsimile or electronic mail or any other electronic means, and the evidence of consent shall be filed with the minutes of proceedings of the Board or committee, as the case may be.

Quorum; Acts of the Board. At all meetings of the Board, a majority of the Directors members of the Board shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Directors members of the Board present at any meeting at which there is a quorum shall be the act of the Board. Each Director present at a meeting and entitled to participate in such meeting shall be entitled to one vote with respect to any action. If a quorum shall not be present at any meeting of the Board, the Directors members of the Board present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting and without prior notice if written consents, setting forth the action so taken, are executed by all members of the Board or committee, as the case may be, representing the minimum number of votes that would be necessary to authorize or to take such action at a meeting of the Board or committee permitted to vote were present and voted. Written consent includes consent by means of facsimile or electronic mail or any other electronic meansthereto in writing, and the evidence of consent shall be writing or writings are filed with the minutes of proceedings of the Board or committee, as the case may be; provided, however, no such written consent of the Independent Directors shall be required for the validity of such action by the Board unless, pursuant to provisions of this Agreement, such action would be invalid in the absence of the affirmative vote or consent of such Independent Directors.

Quorum; Acts of the Board. At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business andrequires at least two (2) Board Members as long as one (1) Board Member is present that was elected, except as otherwise provided in any other provision of this Agreement, the designated or appointed by each Member. The act of a majority of the Directors Board Members present at any meeting at which there is a quorum shall be the act of the Board. Each Director ; provided, however, that unanimous approval of all the Board Members present at any meeting at which there is a meeting and entitled to participate in such meeting quorum shall be entitled required to one vote with respect approve any item set forth in Section 1 of Schedule A hereto (as such schedule may be amended from time to any actiontime by the Board). If a quorum shall not be present at any meeting of the Board, the Directors Board Members present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting and without prior notice if written consents, setting forth the action so taken, are executed by all members of the Board or committee, as the case may be, representing the minimum number of votes that would be necessary to authorize or to take such action at a meeting of the Board or committee permitted to vote were present and voted. Written consent includes thereto by unanimous written consent (including, without limitation, by means of facsimile or electronic mail or any other electronic meanse-mail), and the evidence of consent shall be writing or writings are filed with the minutes of proceedings of the Board or committee, as the case may be.

Quorum; Acts of the Board. At all meetings of the Board, a majority of the Directors (excluding the Independent Directors) shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board. Each Director present at a meeting and entitled to participate in such meeting shall be entitled to one vote with respect to any action. If a quorum shall not be present at any meeting of the Board, the Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting and without prior notice if written consents, setting forth the action so taken, are executed by all members of the Board (other than the Independent Directors unless the consent of the Independent Directors are expressly required hereunder for an action being approved) or any such committee, as the case may be, representing the minimum number of votes that would be necessary to authorize or to take such action at a meeting of the Board or committee permitted to vote were present and voted. Written consent includes consent by means of facsimile or electronic mail or any other electronic meansthereto in writing, and the evidence of consent shall be writing or writings are filed with the minutes of proceedings of the Board or such committee, as the case may be. Subject to Section 9(j), the vote or consent of the Independent Directors shall only be required for actions of the Board that, under the terms of this Agreement, require the unanimous consent of all members of the Board or all Directors, and any other actions of the Board shall be taken, and a quorum of the Board shall be calculated, as if each Independent Director is not a member of the Board.