Common use of Action by the Board Without a Meeting Clause in Contracts

Action by the Board Without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if a number of Directors the vote of whom would be minimally necessary to approve such action at a meeting of the Board shall individually or collectively consent in writing to such action; provided, however, that, if (a) one or more Investor Directors are serving on the Board at the time of such written action, (b) the subject matter of such written action had not previously been addressed during a duly called and noticed meeting of the Board at which quorum was present, and (c) no Investor Director joins such written action, then, in such case, the written action shall not be effective until 48 hours after the Secretary of the Company has notified all then-serving Investor Directors of such action, it being understood that, during such 48-hour period, any Investor Director shall be entitled to call a special meeting of the Board (to be held within such period and solely telephonically, over the internet or by means of other customary electronic communications equipment) for purposes of discussing with the Board the subject matter of such written action (without regard, for purpose of such discussion, to whether a quorum is present to constitute a duly convened meeting of the Board). Notwithstanding the foregoing, (x) no action set forth in this Agreement (including Section 8.1, Section 8.2 or Section 8.4) that requires the consent of the Investor Member shall be effected by written action entered into pursuant to this Section 2.10 without the Investor Member’s consent and (y) no action set forth in this Agreement that requires that consent of any Investor Director shall be effected by written action entered into pursuant to this Section 2.10 without the consent of such Investor Director(s). Any written actions of the Board may be in counterparts and transmitted by e-mail and shall be filed with the minutes of the proceedings of the Board. Such written actions shall have the same force and effect as a vote of the Board.

Action by the Board Without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if a number of Directors the vote of whom would be minimally necessary to approve such action at a meeting of the Board shall individually or collectively consent in writing to such action; provided, however, that, if except with respect to any written consent approving an action solely with respect to an Emergency Situation or Emergency Expenditure (a) one or more Investor in which case such written consent shall be provided to all Directors are serving on as soon as reasonably practicable prior to its stated effectiveness under the Board at the time circumstances of such Emergency Situation or Emergency Expenditure), in order for such written actionconsent to be effective it shall have been provided to all Directors at least forty-eight (48) hours prior to its stated effectiveness unless such prior notice is waived; provided, further, that, except with respect to any written consent approving an action solely with respect to an Emergency Situation or Emergency Expenditure (b) unless it would be reasonable practicable to do so under the subject matter circumstances of such written action had Emergency Situation or Emergency Expenditure), any Directors that did not previously been addressed during a duly called and noticed meeting of the Board at which quorum was present, and (c) no Investor Director joins execute such written action, then, in such case, the written action shall not be effective until 48 hours after the Secretary of the Company has notified all then-serving Investor Directors of such action, it being understood that, during such 48-hour period, any Investor Director consent shall be entitled to call a special meeting of the Board (Board, to be held occur within such period and solely telephonicallyforty-eight (48)-hour period, over for the internet or by means purpose of other customary electronic communications equipment) for purposes of discussing with the Board considering the subject matter of such written action consent which meeting shall, unless otherwise consented to by the other Directors, (without regardnot withstanding anything in Section 6.1 to the contrary), for purpose be held no earlier than twenty-four (24) hours after such non-consenting Directors provide notice of such discussion, special meeting to whether the other Directors and such written consent shall not become effective until such special meeting is held with a quorum present unless the absence of any Director who called such meeting is present to constitute a duly convened meeting cause of the Board). Notwithstanding the foregoing, (x) no action set forth in this Agreement (including Section 8.1, Section 8.2 or Section 8.4) that requires the consent of the Investor Member shall be effected by written action entered into pursuant failure to this Section 2.10 without the Investor Member’s consent and (y) no action set forth in this Agreement that requires that consent of any Investor Director shall be effected by written action entered into pursuant to this Section 2.10 without the consent of such Investor Director(s)achieve a quorum. Any written actions of the Board may be in counterparts and transmitted by e-mail and mail. Copies of any such written actions shall be filed with the minutes of the proceedings of the BoardBoard and sent to all Directors within twenty-four (24) hours of such approval. Such written actions shall have the same force and effect as a vote of the Board.

Action by the Board Without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if a number of Directors the vote of whom would be minimally necessary to approve such action at a meeting of the Board shall individually or collectively consent in writing to such action; provided, however, that, if (ai) one or more Investor Directors are serving on the Board at the time of such written action, (bii) the subject matter of such written action had not previously been addressed during a duly called and noticed meeting of the Board at which quorum was present, and (ciii) no Investor Director joins such written action, then, in such case, the written action shall not be effective until 48 hours after the Secretary of the Company has notified all then-serving Investor Directors of such action, it being understood that, during such 48-hour period, any Investor Director shall be entitled to call a special meeting of the Board (to be held within such period and solely telephonically, over the internet or by means of other customary electronic communications equipment) for purposes of discussing with the Board the subject matter of such written action (without regard, for purpose of such discussion, to whether a quorum is present to constitute a duly convened meeting of the Board). Notwithstanding the foregoing, (x) no action set forth in this Agreement (including Section 8.1, 8.1 or Section 8.2 or Section 8.4) that requires the consent of the Investor Member shall be effected by written action entered into pursuant to this Section 2.10 without the Investor Member’s consent and (y) no action set forth in this Agreement that requires that consent of any Investor Director shall be effected by written action entered into pursuant to this Section 2.10 without the consent of such Investor Director(s)consent. Any written actions of the Board may be in counterparts and transmitted by e-mail and shall be filed with the minutes of the proceedings of the Board. Such written actions shall have the same force and effect as a vote of the Board.