Action by Consent. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions, are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (PetIQ, Inc.), Agreement and Plan of Merger (Forma Therapeutics Holdings, Inc.), Agreement and Plan of Merger (Spark Therapeutics, Inc.)
Action by Consent. Unless otherwise restricted by the certificate of incorporation or these bylaws, any Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto to the action in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions, transmissions are filed with the minutes of proceedings of the Board or committeecommittee thereof. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 6 contracts
Samples: Business Combination Agreement and Plan of Reorganization (Novus Capital Corp II), Agreement and Plan of Merger (Oaktree Acquisition Corp.), Investment and Transaction Agreement (Id Systems Inc)
Action by Consent. Unless otherwise restricted by the certificate Certificate of incorporation Incorporation or these bylawsBylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmissiontransmission and any consent may be documented, signed and delivered in any manner permitted by Section 116 of Delaware Law. After an action is taken, the writing consent or writings or electronic transmission or transmissions, are consents relating thereto shall be filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be committee in the same paper or electronic form if as the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic formmaintained.
Appears in 4 contracts
Samples: Business Combination Agreement (Pioneer Merger Corp.), Agreement and Plan of Merger (D8 Holdings Corp.), Agreement and Plan of Merger (Fusion Acquisition Corp.)
Action by Consent. Unless otherwise restricted by the certificate Certificate of incorporation Incorporation or these bylawsBylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission. Following such action, and the writing or writings or electronic transmission or transmissions, are shall be filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 2 contracts
Samples: Stockholders Agreement (Emerson Electric Co), Transaction Agreement and Plan of Merger (Aspen Technology Inc /De/)
Action by Consent. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions, are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shire PLC), Voting Agreement (Mondavi Robert Corp / De)
Action by Consent. Unless otherwise restricted by the certificate of incorporation or these bylawsBy-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions, transmissions are filed with the minutes of proceedings of the Board board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 2 contracts
Samples: Loan Modification Agreement (Imprivata Inc), Agreement and Plan of Merger (Citrix Systems Inc)
Action by Consent. Unless otherwise restricted by the certificate Certificate of incorporation Incorporation or these bylawsBylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions, are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 1 contract
Samples: Director Nomination Agreement (GS Acquisition Holdings Corp II)
Action by Consent. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board board of Directors directors or of any committee thereof may be taken without a meeting, if all members of the Board board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions, are filed with the minutes of proceedings of the Board board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 1 contract
Samples: Severance Agreement (Cobalt International Energy, Inc.)
Action by Consent. Unless otherwise restricted by the certificate Certificate of incorporation Incorporation, these Bylaws or these bylawsthe Shareholders Agreement, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions, transmissions are filed with the minutes of proceedings of the Board or committeea committee thereof. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 1 contract
Action by Consent. Unless otherwise restricted by the certificate Certificate of incorporation Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission. After the action is taken, and the writing consent or writings or electronic transmission or transmissions, are consents relating thereto shall be filed with the minutes of proceedings of the Board of Directors, or committee. Such filing shall be the committee thereof, as the case may be, in the same paper or electronic form if as the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic formmaintained.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Deciphera Pharmaceuticals, Inc.)
Action by Consent. Unless otherwise restricted by the certificate of incorporation or these bylaws, any Any action required or permitted to be taken at any meeting of the Board of Directors Board, or of any committee thereof thereof, may be taken without a meeting, meeting if all the members of the Board or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the such writing or writings or electronic transmission or transmissions, transmissions are filed with the minutes of the proceedings of the Board or such committee. Such filing shall be in paper form if the minutes of the proceedings of the Board or such committee are maintained in paper form and shall be in electronic form if the such minutes are maintained in electronic form.
Appears in 1 contract
Samples: Washington Post Co
Action by Consent. Unless otherwise restricted by the certificate Certificate of incorporation Incorporation or these bylawsBy-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committeecommittee thereof, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken, and the writing consent or writings or electronic transmission or transmissions, are consents relating thereto shall be filed with the minutes of the proceedings of the Board of Directors, or committee. Such filing shall be the committee thereof, in the same paper or electronic form if as the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic formmaintained.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Iec Electronics Corp)
Action by Consent. Unless otherwise restricted by the certificate of incorporation or these bylawsBy-Laws, any action required or permitted to be taken at any meeting of the Board board of Directors directors or of any committee thereof may be taken without a meeting, if all members of the Board board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions, transmissions are filed with the minutes of proceedings of the Board board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 1 contract
Samples: License Agreement (Abpro Corp)
Action by Consent. Unless otherwise restricted by the certificate of incorporation or these bylaws, any Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions, transmissions are filed with the minutes of proceedings of the Board or such committee; provided, however, that such electronic transmission or transmissions must either set forth or be submitted with information from which it can be determined that the electronic transmission or transmissions were authorized by the director. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 1 contract
Action by Consent. Unless otherwise restricted by the certificate Certificate of incorporation Incorporation or these bylawsBylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions, transmissions are filed with the minutes of proceedings of the Board or committeeBoard. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 1 contract
Samples: Indemnification Agreement (R&r Acquisition Iii, Inc)