Common use of Action by Written Consent or Telephone Conference Clause in Contracts

Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Delaware Certificate or this Agreement to be taken at a meeting of the Board or any committee thereof may be taken without a meeting if a consent in writing or by electronic transmission, setting forth the action to be taken, is signed, in writing or by electronic transmission, by all the Directors entitled to vote thereon. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board or any committee thereof. Subject to the requirements of the Act, the Delaware Certificate or this Agreement for notice of meetings, the Directors may participate in and hold a meeting of the Board or any committee thereof by means of a telephone conference or similar communication method by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened or is not called or convened in accordance with this Agreement.

Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Delaware Certificate or this Agreement to be taken at a meeting of the Board or any committee thereof may be taken without a meeting if a consent in writing or by electronic transmissionwriting, setting forth the action to be taken, is signed, in writing or by electronic transmission, signed by all the Directors entitled Managers, or, with respect to vote thereonany action specified in Section 5.11 or Section 5.12, signed by all of the Managers necessary to take such action pursuant to such Section. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of StateState of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board or any committee thereofBoard. Subject to the requirements of the Act, the Delaware Certificate or this Agreement for notice of meetings, the Directors Managers may participate in and hold a meeting of the Board or any committee thereof by means of a conference telephone conference or similar communication method communications equipment by means of which all Persons persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened or is not called or convened in accordance with this Agreement.

Action by Written Consent or Telephone Conference. Any Subject to the limitations set forth herein, any action permitted or required by the Act, the Delaware Certificate Act or this Agreement to be taken at a meeting of the Board or any committee thereof may be taken without a meeting if a consent in writing or by electronic transmissionwriting, setting forth the action to be taken, is signed, in writing or signed by electronic transmission, by all a majority of the Directors entitled to vote thereonMembers of the Board. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated as such in any document anydocument or instrument filed with the Secretary of StateState of Delaware, and the execution of such consent shall constitute attendance or presence in person by such person executing such consent at a meeting of the Board or any committee thereofBoard. Subject to the requirements of the Act, the Delaware Certificate Act or this Agreement for notice of meetings, the Directors Managers designated by the Board may participate in and hold a meeting of the Board or any committee thereof by means of a conference telephone conference or similar communication method communications equipment by means of which all Persons persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person by such person participating at such meeting, except where a Person person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened or is not called or convened in accordance with this Agreementconvened.