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 Certificate or this Agreement to be taken at a meeting of the Management Committee or any committee designated by the Management Committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a majority of the Representatives or representatives of such other committee, as the case may be. Such consent shall have the same force and effect as a vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Management Committee or any such other committee, as the case may be. Subject to the requirements of this Agreement for notice of meetings, the Representatives, or representatives of any other committee designated by the Management Committee, may participate in and hold a meeting of the Management Committee or any such other committee, as the case may be, by means of a conference telephone or similar communications equipment 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.

Appears in 12 contracts

Samples: Limited Liability Company Agreement (Michael Foods Inc/New), Limited Liability Company Agreement (Birds Eye Foods, Inc.), Limited Liability Company Agreement (Michael Foods Inc/New)

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Action by Written Consent or Telephone Conference. Any ------------------------------------------------- action permitted or required by the Act, the Certificate Act or this LLC Agreement to be taken at a meeting of the Management Committee or any committee designated by the Management Committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a majority all the members of the Representatives or representatives of such other committee, as the case may beCommittee. 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 of the State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Management Committee or any such other committee, as the case may beCommittee. Subject to the requirements of the Act or this Agreement for notice LLC Agreement, members of meetings, the Representatives, or representatives of any other committee designated by the Management Committee, Committee may participate in and hold a meeting of the Management Committee or any such other committee, as the case may be, by means of a conference telephone or similar communications equipment by means of which all Persons participating in the meeting participants 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.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Plug Power Inc), Limited Liability Company Agreement (Plug Power Inc), Limited Liability Company Agreement (Plug Power Inc)

Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Management Committee or any committee designated by the Management Committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a majority of the Representatives or representatives members of such other committee, as the case may be. Such consent shall have the same force and effect as a vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Management Committee or any such other committee, as the case may be. Subject to the requirements of this Agreement for notice of meetings, the Representatives, or representatives of any other committee designated by the Management Committee, may participate in and hold a meeting of the Management Committee or any such other committee, as the case may be, by means of a conference telephone or similar communications equipment 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.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Nortek Inc), Limited Liability Company Agreement (Nortek Inc), Limited Liability Company Agreement (NTK Holdings, Inc.)

Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Management Committee Managers or of any committee designated by the Management Committee Managers may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a majority of all the Representatives Managers or representatives members of such other committee, as the case may be. 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 of the State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Management Committee Managers or any such other committee, as the case may be. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, the RepresentativesManagers, or representatives members of any other committee designated by the Management CommitteeManagers, may participate in and hold a meeting of the Management Committee Managers or any such other committeecommittee of Managers, as the case may be, by means of a conference telephone or similar 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.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Internet Capital Group Inc), Limited Liability Company Agreement (Internet Capital Group Inc)

Action by Written Consent or Telephone Conference. Any action permitted or required by the Delaware Act, the Certificate or this Agreement to be taken at a meeting of the Management Committee Board or any committee designated by the Management Committee Board may be taken without a meeting meeting, without notice and without a vote if a consent in writing, setting forth the action to be taken, is signed by a majority of all Managers than serving on the Representatives or representatives of such other committee, as the case may beBoard. Such consent shall have the same force and effect as a vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Management Committee Board or any such other committee, as the case may be. Subject to the requirements of the Delaware Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the RepresentativesCertificate, the Managers or representatives members of any other committee designated by the Management Committee, Board may participate in and hold a meeting of the Management Committee Board or any such other committee, as the case may be, by means of a conference telephone or similar 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.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Emmis Communications Corp), Limited Liability Company Agreement (Emmis Communications Corp)

Action by Written Consent or Telephone Conference. Any action permitted or required by the Delaware Act, the Certificate or this Agreement to be taken at a meeting of the Management Committee Board or any committee designated by the Management Committee Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a majority of all the Representatives Managers or representatives members of such other committee, as the case may be. 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 of the State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Management Committee Board or any such other committee, as the case may be. Subject to the requirements of the Delaware Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the RepresentativesCertificate, the Managers or representatives members of any other committee designated by the Management Committee, Board may participate in and hold a meeting of the Management Committee Board or any such other committee, as the case may be, by means of a conference telephone or similar 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.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Solera Holdings LLC), Limited Liability Company Agreement (Appliance Warehouse of America Inc)

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Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Management Committee Board of Directors or any committee designated by the Management Committee Board of Directors may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a majority of all the Representatives Directors or representatives members of such other committee, as the case may be. 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 of the State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Management Committee Board of Directors or any such other committee, as the case may be. Subject to the requirements of the Act or this Agreement for notice of meetings, the Representatives, Directors or representatives members of any other committee designated by the Management Committee, Board of Directors may participate in and hold a meeting of the Management Committee Board of Directors or any such other committeecommittee of the Board of Directors, as the case may be, by means of a conference telephone or similar communications equipment 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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (FUND.COM Inc.)

Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate or this Agreement to be taken at a meeting of the Management Committee Board or any committee designated by of the Management Committee Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a majority of all the Representatives Managers or representatives members of such other committee, as the case may be. 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 of the State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Management Committee Board or any such other committee, as the case may be. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, the Representatives, Managers or representatives members of any other committee designated by of the Management Committee, Board may participate in and hold a meeting of the Management Committee Board or any such other committee, as the case may be, by means of a conference telephone or similar 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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (PRETIUM CANADA Co)

Action by Written Consent or Telephone Conference. Any action permitted or required by the California Act, the Certificate Articles or this Agreement to be taken at a meeting of the Management Committee Board or any committee designated by the Management Committee Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a majority of all the Representatives Directors or representatives members of such other committee, as the case may be. 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 of the State of DelawareCalifornia, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Management Committee Board or any such other committee, as the case may be. Subject to the requirements of the California Act, the Articles or this Agreement for notice of meetings, unless otherwise restricted by the RepresentativesArticles, the Directors or representatives members of any other committee designated by the Management Committee, Board may participate in and hold a meeting of the Management Committee Board or any such other committee, as the case may be, by means of a conference telephone or similar 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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Lecg Corp)

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