Common use of Action by Directors Without a Meeting Clause in Contracts

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement or these By-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 of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Appears in 11 contracts

Samples: Administration Agreement (UBS Preferred Funding Trust VIII), Administration Agreement (UBS Preferred Funding Trust VIII), Limited Liability Company Agreement (UBS Preferred Funding Trust VIII)

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Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement or these By-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 of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Appears in 8 contracts

Samples: Limited Liability Company Agreement (Deutsche Bank Contingent Capital LLC V), Limited Liability Company Agreement (Deutsche Bank Contingent Capital LLC III), Limited Liability Company Agreement (Deutsche Bank Contingent Capital LLC V)

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement certificate of incorporation or these By-lawsbylaws, 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 of such committee, as the case may be, consent thereto in writingwriting or by electronic transmission, and the writing or writings or electronic transmissions or transmissions are filed with the minutes of proceedings of the Board or committee.

Appears in 6 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Conceptus Inc), Agreement and Plan of Merger (Schiff Nutrition International, Inc.)

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement or these By-laws, any Any action required or permitted by law to be taken at any meeting of the a Board of Directors, ' meeting or of any committee thereof, meeting may be taken without a meeting if action is taken by all members of the Board or the committee. The action must be evidenced by one or more written consents describing the action taken and signed by each director or committee member. Action taken shall be effective when the last director signs the consent, unless the consent specifies a different effective date. The consent signed shall have the effect of a meeting vote and may be described as such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committeeany document.

Appears in 4 contracts

Samples: Gulf Coast Bancorp Inc, Display Technologies Inc, Old Florida Bankshares Inc

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement or these By-lawsLaws, 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 of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Appears in 4 contracts

Samples: Administration Agreement (Teco Capital Trust Iii), Administration Agreement (Teco Energy Inc), Administration Agreement (Teco Capital Trust Iii)

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement or these By-laws, 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 prior notice, without a meeting and without a vote if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Enbridge Energy Partners Lp), Enbridge Energy Management L L C, Enbridge Inc

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement or these By-laws, any Any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof, thereof may be taken without a meeting if a written consent thereto shall be signed by all of the Board directors or members of such committee, as the case may be, and such written consent thereto in writing, and the writing or writings are is filed with the minutes of the proceedings of the Board of Directors or committee. Such consent shall have the same force and effect as a unanimous vote of the Board of Directors or committee.

Appears in 2 contracts

Samples: Genuine Parts Co, Genuine Parts Co

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement certificate of incorporation Corporation or these By-lawsBylaws, 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 of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Appears in 2 contracts

Samples: Intellectual Property Agreement (Harris Corp /De/), Intellectual Property Agreement (Stratex Networks Inc)

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement certificate of incorporation or these Byby-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 or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (NextWave Wireless Inc.), Restructuring Agreement (Personnel Group of America Inc)

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement certificate of incorporation or these By-lawsBylaws, 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 the number of directors that would be necessary to authorize or take such action at a meeting of the Board of Directors or of such committee, as the case may be, consent thereto in writing, writing and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee, as applicable.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Spectranetics Corp)

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement or these By-laws, any Any action required or permitted to be taken at any meeting of by the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, shall individually or collectively consent thereto in writing, and the writing to such action. Such written consent or writings are consents shall be filed with the minutes of the proceedings of the Board or committeeBoard. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Koninklijke Philips Electronics Nv)

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement articles of incorporation or these Byby-laws, any action required or permitted to be taken at any meeting of the Board of DirectorsBoard, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Appears in 1 contract

Samples: Registration Rights Agreement (Capital One Financial Corp)

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement or these By-laws, any Any action required or permitted to that could be taken at any a meeting of the Board of Directors, or of any committee thereof, appointed by the Board may be taken without a meeting if all a written consent setting forth the action to be taken is signed by each of the Board directors or of by each committee member. Any such committee, written consent shall be inserted in the minute book as the case may be, consent thereto in writing, and the writing or writings are filed with if it were the minutes of proceedings of the a Board or committeea committee meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aviall Inc)

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement articles of incorporation or these By-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 of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 1 contract

Samples: Terms   in Agreement (General Maritime Corp/)

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement or these By-laws, any Any action required or permitted by law to be taken or which may be taken at any a meeting of the Board of Directors, Directors or of any a committee thereof, thereof may be taken without a meeting if one or more written consents, setting forth the action so taken, shall be signed by all of the Board directors or all of such the members of the committee, as the case may be, consent thereto either before or after the action taken and delivered to the corporation for inclusion in writing, and the writing minutes or writings are filed filing with the minutes of proceedings of corporate records. Such consent shall have the Board or committeesame effect as a unanimous vote at a meeting duly held upon proper notice.

Appears in 1 contract

Samples: investor.costco.com

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement or these By-laws, 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 of such committee, as the case may be, then in office consent thereto in writingwriting 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.

Appears in 1 contract

Samples: Combination Agreement (NYSE Group, Inc.)

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Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement or these By-laws, any Any action required or permitted to be taken at any a meeting of the Board of Directors, Directors or a committee of directors and any other action which may be taken at a meeting of the Board of Directors or a committee thereof, of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Board directors or all of such committeethe members of the committee of directors, as the case may be, consent thereto in writing, and entitled to vote with respect to the writing or writings are filed with the minutes of proceedings of the Board or committeesubject matter thereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amerus Group Co/Ia)

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement Certificate of Incorporation or these By-lawsLaws, 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 of such committee, as the case may be, consent consents thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Appears in 1 contract

Samples: Escrow Agreement (Icg Communications Inc /De/)

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement or these By-laws, 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 of Directors or of such committee, as the case may be, then in office consent thereto in writingwriting 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Watson Wyatt Worldwide, Inc.)

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement or these By-laws, any Any action required or permitted to which may be taken at any a meeting of the Board of Directorsdirectors, or of any a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken or to be taken, shall be signed by all of the Board directors, or all of such the members of the committee, as the case may be, consent thereto in writing, and the writing or writings such consents are filed with the minutes of proceedings of the Board of Directors or committee, as the case may be. Such consent shall have the same effect as a unanimous vote.

Appears in 1 contract

Samples: Escrow Agreement (Oriental Financial Group Inc)

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement or these By-laws, any Any action required --------- ------------------------------------- or permitted by law to be taken at any a meeting of the Board of Directors, Directors or of any committee thereof, thereof may be taken without a meeting if such action is taken in writing signed by all members of the Board or of such the committee, as . The action must be evidenced by one or more written consents describing the case may be, consent thereto in writingaction taken and signed by each director or committee member, and shall be effective when the writing or writings are filed with last director signs the minutes consent, unless the consent specifies a different effective date. The consent signed shall have the effect of proceedings of the Board or committeea meeting vote and may be described as such in any document.

Appears in 1 contract

Samples: Display Technologies Inc

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement Articles of Incorporation or these By-lawsBylaws, any action whenever the vote of the directors at a meeting thereof is required or permitted to be taken at in connection with any meeting corporate action by any provisions of the Board of Directors, statutes or of any committee thereofthe Articles of Incorporation or of these Bylaws, the meeting and vote of the directors may be taken without a meeting dispensed with if all of the Board or of directors who would be entitled to vote upon the action, if such committeemeeting were held, as the case may be, shall consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committeeto such corporate action being taken.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Seaspan CORP)

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement or these By-lawsBylaws, 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 of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Appears in 1 contract

Samples: Administration Agreement (Teco Energy Inc)

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement certificate of incorporation or these By-lawsbylaws, 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 of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Appears in 1 contract

Samples: Note Purchase Agreement (Angiotech Pharmaceuticals Inc)

Action by Directors Without a Meeting. Unless otherwise restricted by the Agreement or these By-laws, any Any action required or permitted to which may be taken at any a meeting of the Board of Directors, or a committee of any committee thereofthe Board of Directors, may be taken without a meeting if all members of the Board of Directors or of such committeeits committee sign, as either before or after the case may beaction is taken, consent thereto a written consent(s) setting forth the action to be taken and deliver said consent(s) to the corporation for inclusion in writing, and the writing minutes or writings are filed for filing with the minutes of proceedings of corporate records. Such consent shall have the Board or committeesame effect as a unanimous vote at a meeting.

Appears in 1 contract

Samples: Share Exchange Agreement (CLX Medical, Inc.)

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