Common use of Action by Consent Clause in Contracts

Action by Consent. Any action of the Board may be taken without a meeting if (i) the Member Managers holding not less than the minimum number of votes that would be required to approve and adopt such action at a meeting consent to the action in writing, signed by an authorized representative of each such Member Manager, (ii) notice of the actions to be approved by such Member Managers is given to all Member Managers in advance and copies of the written consents are so delivered to all Member Managers promptly thereafter, and (iii) the written consents are filed with the records of the meetings of the Board. Such actions by consent shall be treated for all purposes as actions taken at a meeting.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (MBW Foods Inc), Limited Liability Company Agreement (Aurora Foods Inc /Md/)

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Action by Consent. Any action of the Board may be taken without a meeting if (i) the Member all Managers holding not less than the minimum number of votes that would be required to approve and adopt such action at a meeting consent to the action in writing, signed by an authorized representative of each such Member Manager, (ii) notice of the actions to be approved by such Member Managers is given to all Member Managers in advance and copies of the . The written consents are so delivered to all Member Managers promptly thereafter, and (iii) the written consents are shall be filed with the records of the meetings of the BoardBoard meetings. Such Those actions by consent shall be treated for all purposes as actions taken at a meeting.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Wilmington Trust Corp), Limited Liability Company Agreement (Wilmington Trust Corp)

Action by Consent. Any action of the Board may be taken without a ----------------- meeting if (i) all of the Member Managers holding not less than the minimum number of votes that would be required to approve and adopt such action at a meeting unanimously consent to the action in writing, signed by an authorized representative of each such Member Manager, and (ii) notice of the actions to be approved by such Member Managers is given to all Member Managers in advance and copies of the written consents are so delivered to all Member Managers promptly thereafter, and (iii) the written consents are consent is filed with the records of the meetings of the Board. Such actions by consent shall be treated for all purposes as actions taken at a meeting.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Merck & Co Inc)

Action by Consent. Any action of the Board may be taken without a meeting if (i) the Member Managers holding not less than the minimum number of votes that would be required to approve and adopt such action at a meeting consent to the action in writing, signed by an authorized representative of each such Member Manager, (ii) written notice (delivered in person or by facsimile) of the actions to be approved by such Member Managers is given to all Member Managers in advance and copies of the written consents are so delivered to all Member Managers promptly thereaftersimultaneously, and (iii) the written consents are filed with the records of the meetings of the Board. Such actions by consent shall be treated for all purposes as actions taken at a meeting.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Aurora Foods Inc /Md/)

Action by Consent. Any action of the Board may be taken without a meeting if (i) the Member Managers Directors holding not less than the minimum number of votes that would be required to approve and adopt such action at a meeting consent to the action in writing, signed by an authorized representative of each such Member ManagerDirector, (ii) written notice (delivered in person or by facsimile) of the actions to be approved by such Member Managers Directors is given to all Member Managers in advance and copies of the written consents are so delivered to all Member Managers promptly thereafterDirectors simultaneously, and (iii) the written consents are filed with the records of the meetings of the Board. Such actions by consent shall be treated for all purposes as actions taken at a meeting.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Plymouth Opportunity REIT Inc.)

Action by Consent. Any action of the Board may be taken without a meeting if (i) the Member Managers holding not less than the minimum number of votes that would be required to approve and adopt such consent to the action to be taken, if the action had been taken at a meeting of the Board, consent to the action in writing, signed by an authorized representative of each such Member Manager, (ii) notice of the actions to be approved by such Member Managers is given to all Member Managers in advance and copies of the . The written consents are so delivered to all Member Managers promptly thereafter, and (iii) the written consents are shall be filed with the records of the meetings of the BoardBoard meetings. Such Those actions by consent shall be treated for all purposes as actions taken at a meeting.

Appears in 1 contract

Samples: Wilmington Trust Corp

Action by Consent. Any action of by the Board of Directors may be taken without a meeting if (i) the Member Managers holding not less than the minimum number of votes that would be required to approve and adopt such action at a meeting written consent to the action in writing, thereto is signed by an authorized representative of each such Member Manager, (ii) notice all of the actions to be approved by such Member Managers is given to all Member Managers in advance Directors and copies of the written consents are so delivered to all Member Managers promptly thereafter, and (iii) the written consents are filed with the records of the meetings Board of the BoardDirectors' meetings. Such actions by consent shall be treated as a vote of the Directors for all purposes as actions taken at a meetingpurposes.

Appears in 1 contract

Samples: Bertuccis of White Marsh Inc

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Action by Consent. Any action required or permitted to be taken at ----------------- any meeting of the Board of Directors may be taken without a meeting if (i) all the Member Managers holding not less than the minimum number of votes that would be required to approve and adopt such action at a meeting Directors consent to the action in writing, signed by an authorized representative of each such Member Manager, (ii) notice of the actions to be approved by such Member Managers is given to all Member Managers in advance writing and copies of the written consents are so delivered to all Member Managers promptly thereafter, and (iii) the written consents are filed with the records of the meetings of the BoardDirectors' meetings. Such actions by Each such consent shall be treated for all purposes as actions taken a vote at a meeting.

Appears in 1 contract

Samples: Rights Agreement

Action by Consent. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if (i) the Member Managers holding not less than the minimum number of votes that would be required to approve and adopt such action at a meeting consent if, prior or subsequent to the action action, all of the Managers consent thereto in writing, signed by an authorized representative of each such Member Manager, (ii) notice of and the actions to be approved by such Member Managers writing is given to all Member Managers in advance and copies of the written consents are so delivered to all Member Managers promptly thereafter, and (iii) the written consents are filed with the records minutes of the meetings proceedings of the Board. Such actions Any such action by written consent shall be treated for all purposes have the same force and effect as actions taken at a meetingmajority vote of the Managers.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Penske Automotive Group, Inc.)

Action by Consent. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if (i) the Member Managers holding not less than the minimum number of votes that would be required to approve and adopt such action at a meeting consent to the action in writing, signed by an authorized representative of each such Member Manager, (ii) notice all of the actions to be approved by Directors consent thereto in writing and file such Member Managers is given to all Member Managers in advance and copies of the written consents are so delivered to all Member Managers promptly thereafter, and (iii) the written consents are filed writing with the records of the meetings of the Board. Such actions by consent shall be treated for all purposes as actions taken at a meetingvote of the Board.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Magnum Hunter Resources Corp)

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