Common use of Quorum Clause in Contracts

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

Appears in 19 contracts

Samples: Agreement and Plan of Merger (RMG Acquisition Corp. III), Registration Rights Agreement (Atlantic Coastal Acquisition Corp.), Transition Services Agreement (Ligand Pharmaceuticals Inc)

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Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote , and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylawsthis Agreement. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, time until a quorum is shall be present. Notice of such adjournment shall be given to any director not present at such meeting.

Appears in 17 contracts

Samples: Limited Liability Company Agreement (Charter Communications Inc /Mo/), Limited Liability Company Agreement (Charter Communications Inc /Mo/), Limited Liability Company Agreement (Charter Communications Inc /Mo/)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate presence of Incorporation, at least a majority of the total number of directors Directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present In case at any meeting of the BoardBoard a quorum shall not be present, then the directors any Director present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, time until a quorum is shall be present.

Appears in 16 contracts

Samples: Administration Agreement (Teco Capital Trust Iii), Administration Agreement (Teco Capital Trust Iii), Limited Liability Company Agreement (Ubs Preferred Funding Trust Iii)

Quorum. At all meetings of the Board, unless Unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors then in office shall constitute a quorum for the transaction of businessbusiness at all meetings of the Board. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statutethe DGCL, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

Appears in 9 contracts

Samples: Letter Agreement (ESGEN Acquisition Corp), Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. II), Agreement and Plan of Merger (FAST Acquisition Corp. II)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority all of the total number of directors then in office shall constitute a quorum for the transaction of business. The vote , and the act of a the majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is shall not be present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 9 contracts

Samples: Limited Liability Company Agreement (Cott Holdings Inc.), Limited Liability Company Agreement (Cott Holdings Inc.), Limited Liability Company Agreement (Cooke Bros Holdings LTD)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, Board a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the BoardBoard of Directors, except as may be otherwise specifically provided by statute, statute or by the Certificate of Incorporation or these bylawsIncorporation. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 9 contracts

Samples: Chiron Corp, Chiron Corp, Chiron Corp

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a A majority of the total number of authorized directors shall constitute a quorum for at any meeting of the transaction Board of businessDirectors. The vote In the absence of a quorum at any such meeting, a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, time without further notice other than announcement at the meeting, until a quorum is shall be present. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or at a meeting of a committee which authorizes a particular contract or transaction.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (WestRock Co), Agreement and Plan of Merger (California Micro Devices Corp), Loan and Security Agreement (Halozyme Therapeutics Inc)

Quorum. At Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these By-Laws, at all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number entire Board of directors Directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate Board of Incorporation or these bylawsDirectors. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 6 contracts

Samples: The Arrangement Agreement (Comamtech Inc.), The Arrangement Agreement (DecisionPoint Systems, Inc.), Arrangement Agreement (Comamtech Inc.)

Quorum. At all meetings of the Board, unless Except as otherwise specifically provided by statute or by the Certificate articles of Incorporationincorporation, a majority of the total number members of the board of directors then in office shall constitute a quorum for of the transaction board of businessdirectors. The vote concurrence of a majority of the directors those present at any meeting at which a quorum is present and voting shall be sufficient to conduct the act business of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylawsboard. If a quorum is not present at any meeting of the Boardpresent, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Westland Development Co Inc), Agreement and Plan of Merger (Westland Development Co Inc), Agreement and Plan of Merger (Westland Development Co Inc)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote , and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation statute or these bylawsthis Agreement. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, time until a quorum is shall be present. Notice of such adjournment shall be given to any director not present at such meeting.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Charter Communications Inc /Mo/), Limited Liability Company Agreement (Charter Communications Inc /Mo/), Limited Liability Company Agreement (Charter Communications Inc /Mo/)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a A majority of the total number Board of directors Directors shall constitute a quorum for the transaction of business. The vote business at any meeting of the Board of Directors, and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the BoardBoard of Directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these bylaws. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 4 contracts

Samples: Master Transaction Agreement (Rti Surgical, Inc.), Master Transaction Agreement (RTI Surgical Holdings, Inc.), Agreement and Plan of Merger (Tutogen Medical Inc)

Quorum. At Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number entire Board of directors Directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate Board of Incorporation or these bylawsDirectors. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 3 contracts

Samples: Reorganization Agreement (Cannae Holdings, Inc.), Reorganization Agreement (Fidelity National Financial, Inc.), Agreement and Plan of Merger (Kansas City Power & Light Co)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylawsBylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

Appears in 3 contracts

Samples: Business Combination Agreement (Insight Acquisition Corp. /DE), Registration Rights Agreement (CSLM Acquisition Corp.), Merger Agreement (BYTE Acquisition Corp.)

Quorum. At Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these By-laws, at all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate Board of Incorporation or these bylawsDirectors. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 3 contracts

Samples: Merger Agreement (World Wide Relics Inc.), Acquisition Agreement (Madison Enterprises Group, Inc.), Merger Agreement (China PharmaHub Corp.)

Quorum. At Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board, unless otherwise provided by the Certificate Board of Incorporation, Directors a majority of the total number of directors in office shall constitute a quorum for the transaction of business. The , and the vote of a the majority of the directors present at any a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate Board of Incorporation or these bylawsDirectors. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Centex Construction Products Inc), Agreement and Plan of Merger (Centex Construction Products Inc), Agreement and Plan of Merger (Centex Corp)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate board of Incorporation, directors a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Boardboard of directors, except as may be otherwise specifically provided by statute, statute or by the Certificate of Incorporation or these bylawsIncorporation, as amended. If a quorum is shall not be present at any meeting of the Boardboard of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Geeknet, Inc), Agreement and Plan of Merger (GameStop Corp.), Agreement and Plan of Merger (GameStop Corp.)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a A majority of the total number entire Board of directors Directors shall constitute a quorum for the transaction of business. The vote business at any meeting of the Board of Directors; provided, that if less than a majority of the directors entire Board of Directors are present at any said meeting, a majority of the Directors present may adjourn the meeting from time to time until a quorum is obtained without further notice. The act of the majority of the Board of Directors at a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided Board of Directors unless the act of a greater number is required by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting the By-Laws of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is presentCorporation.

Appears in 2 contracts

Samples: Framework Agreement (Misys PLC), Framework Agreement (Allscripts-Misys Healthcare Solutions, Inc.)

Quorum. At Except as may be otherwise specifically provided by law, the Restated Certificate of Incorporation or these Bylaws, at all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number entire Board of directors Directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Giant Industries Inc), Agreement and Plan of Merger (Holly Corp)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a A majority of the total number of directors Directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the BoardBoard of Directors, then the directors Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present. Except as otherwise provided by law, the Certificate of Incorporation of the Corporation, these By-Laws or any contract or agreement to which the Corporation is a party, 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 of Directors.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (KKR & Co. Inc.), Agreement and Plan of Merger (KKR & Co. Inc.)

Quorum. At Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number entire Board of directors Directors then in office shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate Board of Incorporation or these bylawsDirectors. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the such meeting, until a quorum is shall be present.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bae Systems PLC), Agreement and Plan of Merger (BAE Systems, Inc.)

Quorum. At all meetings each meeting of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number of directors fixed hereby (including any vacancies) shall constitute a quorum for the transaction of businessquorum. The vote of a majority of the directors present at any a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, Board of Directors unless the Certificate of Incorporation or these bylawsBylaws shall require a vote of a greater number. If a quorum is not present In case at any meeting of the BoardBoard of Directors a quorum shall not be present, then the directors members of the Board of Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, time until a quorum is shall be present.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Intercontinentalexchange Inc), Agreement and Plan of Merger (Intercontinentalexchange Inc)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate Board of Incorporation, Directors a majority of the total number of directors Directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors Directors present at any meeting at which there is a quorum is present shall be the act of the BoardBoard of Directors, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylawslaw. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 2 contracts

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

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors Directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors Directors present at any such meeting at which there is a quorum is present shall be the act of the BoardBoard of Directors, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or by these bylawsBylaws. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mdu Resources Group Inc), Agreement and Plan of Merger (Mdu Resources Group Inc)

Quorum. At all meetings of the Board, unless otherwise provided by a majority of the Entire Board ------ (as defined in the Certificate of Incorporation, a majority of the total number of directors ) shall constitute a quorum for the transaction of business. The Except as otherwise set forth in these Bylaws, the vote of a majority of the directors present at any a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any Any meeting of the Board, then the directors present thereat Board may adjourn the be adjourned to meet again at a stated day and hour. Notice of any adjourned meeting from time to time, without notice other than announcement at the meeting, until a quorum is presentneed not be given.

Appears in 2 contracts

Samples: Exchange Agreement (Entravision Communications Corp), Subordinated Note Purchase and Option Agreement (Entravision Communications Corp)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a A majority of the total number Board of directors Directors shall constitute a quorum for the transaction of business. The vote business at any meeting of the Board of Directors, and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the BoardBoard of Directors, except as may be otherwise specifically provided by statuteapplicable law, by the Certificate of Incorporation or by these bylawsBylaws. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 2 contracts

Samples: Option Agreement (SoulCycle Inc.), Option Agreement (SoulCycle Inc.)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a A majority of the total number whole Board of directors Directors shall constitute a quorum for the transaction of business. The vote business at any meeting of the Board of Directors, and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the BoardBoard of Directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these bylaws. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 2 contracts

Samples: Investment Agreement (Transmeridian Exploration Inc), Investment Agreement (Transmeridian Exploration Inc)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a A majority of the total number whole Board of directors Directors shall constitute a quorum for the transaction of business, but in the absence of a quorum a majority of those present (or if only one be present, then that one) may adjourn the meeting, without notice other than announcement at the meeting, until such time as a quorum is present. The Except as may otherwise be required by the Certificate of Incorporation or these Bylaws, the vote of a the majority of the directors present at any a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate Board of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is presentDirectors.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sprint Nextel Corp), Agreement and Plan of Merger (iPCS, INC)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors then holding office shall constitute a quorum for the transaction of business. The vote , and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically be provided by statute, the Certificate of Incorporation Charter or these bylawsBylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 2 contracts

Samples: Diagnostic Pathology Management Services Inc, Diagnostic Pathology Management Services Inc

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a A majority of the total number Board of directors Directors shall constitute a quorum for the transaction of business. The vote business at any meeting of the Board of Directors, and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the BoardBoard of Directors, except as may be otherwise specifically provided by statutethe DGCL, by the Certificate of Incorporation or by these bylaws. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cano Petroleum, Inc)

Quorum. At all meetings any meeting of the Board, unless otherwise provided by the Certificate board of Incorporation, directors a majority --------- ------ of the total number whole board of directors shall constitute a quorum for the transaction of business. The vote , and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Boardboard of directors, except as may be otherwise specifically provided required by statute, law or by the Certificate of Incorporation or these bylawsIncorporation. If there is not a quorum is not present at any a meeting of the Boardboard, then a majority of the directors present thereat may adjourn the meeting from time to time, time without notice other than announcement at the meeting, until a quorum is presentfurther notice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Abc Rail Products Corp)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate board of Incorporationdirectors, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Boardboard of directors, except as may be otherwise specifically provided by statute, statute or by the Certificate certificate of Incorporation or these bylawsincorporation. If a quorum is not present at any meeting of the Boardboard of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Proquest Co)

Quorum. At Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate Board of Incorporation or these bylawsDirectors. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 1 contract

Samples: Subscription Agreement (William Lyon Homes)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority One-third of the total number of directors Directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the BoardBoard of Directors, then the directors Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present. Except as otherwise provided by law, the Certificate of Incorporation of the Corporation, these Bylaws or any contract or agreement to which the Corporation is a party, 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 of Directors.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Harris Interactive Inc)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the BoardBoard of Directors, except as may be otherwise specifically provided by statutelaw, the Certificate of Incorporation Charter or by these bylawsBylaws. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 1 contract

Samples: Trust Agreement (Saks Inc)

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Quorum. At all meetings of the Board, unless otherwise provided by in the Certificate of IncorporationIncorporation or these Bylaws, the presence of a majority of the total number of directors shall Directors will constitute a quorum for the transaction of business. The vote In the absence of a quorum, a majority of the directors Directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, time until a quorum is present. Notice of any adjourned meeting will be given in accordance with Section 3.11.

Appears in 1 contract

Samples: Stockholders Agreement (NewPage Holdings Inc.)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, board a majority of the total number of directors in office shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Boardboard of directors, except as may be otherwise specifically provided by statute, statute or by the Certificate certificate of Incorporation or these bylawsincorporation. If a quorum is shall not be present at any meeting of the Board, then board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 1 contract

Samples: Registration Rights Agreement (Western Power & Equipment Corp)

Quorum. At all meetings of the Board, unless Unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors then in office shall constitute a quorum for the transaction of businessbusiness at all meetings of the Board. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statutethe DGCL, the Certificate of Incorporation or these bylawsBylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

Appears in 1 contract

Samples: Business Combination Agreement (Ivanhoe Capital Acquisition Corp.)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporationboard, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the BoardBoard of Directors, except as may be otherwise specifically provided by statute, statute or by the Certificate Articles of Incorporation or these bylawsIncorporation. If a quorum is shall not be present at any meeting of the Board, then Board of Directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 1 contract

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

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, statute or by the Certificate of Incorporation or these bylawsIncorporation. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

Appears in 1 contract

Samples: Operating Agreement (EG Acquisition Corp.)

Quorum. At Except as otherwise required by law or the Certificate of Incorporation, at all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors directors, excluding any vacancies, shall constitute a quorum for the transaction of businessbusiness at any meeting of the Board. The vote of If at any meeting a quorum is not present, a majority of the directors present may adjourn the meeting periodically without notice other than announcement at any the meeting of the time and place of the adjourned meeting, until a quorum is present. The act of a majority of directors present in person at a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

Appears in 1 contract

Samples: Adoption Agreement (WPX Energy, Inc.)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number entire Board of directors Directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate Board of Incorporation or these bylawsDirectors. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Yahoo Inc)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a A majority of the total number Board of directors Directors shall constitute a quorum for the transaction of business. The vote business at any meeting of the Board of Directors, and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the BoardBoard of Directors, except as may be otherwise specifically provided by statute, by the Certificate Articles of Incorporation or by these bylaws. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 1 contract

Samples: Escrow Agreement (Quanex Corp)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporationboard, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote , and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Boardboard of directors, except as may be otherwise specifically provided required by statute, the Certificate articles of Incorporation incorporation or these bylaws. If less than a quorum is not present at any meeting of present, the Board, then the director or directors present thereat may adjourn the meeting from time to time, time without notice other than announcement further notice. Voting by proxy is not permitted at meetings of the meeting, until a quorum is presentboard of directors.

Appears in 1 contract

Samples: Share Exchange Agreement (MD Holdings Corp)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority One-third of the total number of directors Directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the BoardBoard of Directors, then the directors Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present. Except as otherwise provided by law, the Certificate of Incorporation of the Corporation, these bylaws or any contract or agreement to which the Corporation is a party, 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 of Directors.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rue21, Inc.)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority One third of the total number of directors Directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the BoardBoard of Directors, then the directors Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present. Except as otherwise provided by law, the Certificate of Incorporation of the Corporation, these By-Laws or any contract or agreement to which the Corporation is a party, 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 of Directors.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CIFC Corp.)

Quorum. At Except to the extent provided otherwise in this Article V, at all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote Except to the extent provided otherwise in Section 5.2, the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, time until a quorum is shall be present. Notice of such adjournment shall be given to any director not present at such meeting.

Appears in 1 contract

Samples: Project Management Agreement (Pinnacle Entertainment Inc)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporationboard, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Boardboard of directors, except as may be otherwise specifically provided by statute, statute or by the Certificate certificate of Incorporation or these bylawsincorporation. If a quorum is shall not be present at any meeting of the Boardboard of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 1 contract

Samples: Us Lec Corp

Quorum. At Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number entire Board of directors shall constitute Directors constitutes a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the an act of the Board, except as may be otherwise specifically provided by statute, the Certificate Board of Incorporation or these bylawsDirectors. If a quorum is not present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

Appears in 1 contract

Samples: Homebase Acquisition, LLC

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate board of Incorporationdirectors, a majority of the total authorized number of directors shall will constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall will be the act of the Boardboard of directors, except as may be otherwise specifically provided by statute, statute or by the Certificate certificate of Incorporation or these bylawsincorporation. If a quorum is not present at any meeting of the Boardboard of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

Appears in 1 contract

Samples: Voting and Lock Up Agreement (Cempra, Inc.)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors then holding office shall constitute a quorum for the transaction of business. The vote , and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically be provided by statute, the Certificate of Incorporation or these bylawsBy-Laws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement announcements at the meeting, until a quorum is shall be present.

Appears in 1 contract

Samples: Receivables Sale Agreement (Printpack Inc)

Quorum. At Except as otherwise provided by law or in these By-laws, at all meetings of the Board, unless otherwise provided by the Certificate Board of Incorporation, Directors a majority of the total number of directors whole Board shall constitute a quorum for the transaction of business. The , and the vote of a majority of the directors present at any a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting A majority of the Boarddirectors present, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until whether or not a quorum is present, may adjourn any meeting to another place, date and time.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mortons Restaurant Group Inc)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number of directors Directors at that time in office shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors Directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate Board of Incorporation or these bylawsDirectors. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Independence Holding Co)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number of directors at the time in office, present in person or by conference telephone, shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is shall not be present at any meeting of the Boarddirectors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Seaspan CORP)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business. The vote , and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the General Corporation Law of the State of Delaware or by the Certificate of Incorporation or these bylawsIncorporation. If a quorum is shall not be present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 1 contract

Samples: Subscription and Reorganization Agreement (Horseshoe Gaming Holding Corp)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors Directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors Directors present at any meeting at which there is a quorum is present shall be the act of the BoardBoard of Directors, except as may be where otherwise specifically provided by statute, the Certificate of Incorporation law or by these bylawsBylaws. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors Directors present thereat may adjourn the meeting from time to time, time without notice other than announcement at the meeting, meeting until a quorum is shall be present.

Appears in 1 contract

Samples: Employment Agreement (Phonetel Technologies Inc)

Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the BoardBoard of Directors, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylawsapplicable law. If a quorum is shall not be present at any meeting of the Board, then Board of Directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Molex Inc)

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