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 DGCL, the Certificate or this Agreement to be taken at a meeting of the Board or any committee designated by the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Managers or committee members, as the case may be, having not fewer than the minimum votes that would be necessary to take the action at a meeting at which all Managers or committee members, as the case may be, entitled to vote on the action were present and voted. 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 Board or any such committee, as the case may be. Subject to the requirements of the Act, the DGCL, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Board, or members of any committee designated by the Board, may participate in and hold a meeting of the Board or any committee of the Board, as the case may be, by means of a telephone conference 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.

Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the DGCL, the Certificate or this Agreement to be taken at a meeting of the Board or any committee designated by the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Managers or committee members, as the case may be, having not fewer than the minimum votes that would be necessary to take the action at a meeting at which all Managers or committee members, as the case may be, entitled to vote on the action were present and voted. 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 Board or any such committee, as the case may be. Subject to the requirements of the Act, the DGCL, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Board, or members of any committee designated by the Board, may participate in and hold a meeting of the Board or any committee of the Board, as the case may be, by means of a conference telephone conference 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.

Action by Written Consent or Telephone Conference. Any action permitted or required by the Delaware Act, the DGCL, the Certificate or this Agreement to be taken at a meeting of the Board or any committee designated by the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all the Managers or committee membersmembers of such committee, as the case may be. An e-mail transmission or a photographic, having not fewer than photostatic, facsimile or similar reproduction of a writing signed by a Manager shall be regarded as signed by the minimum votes that would be necessary to take the action at a meeting at which all Managers or committee members, as the case may be, entitled to vote on the action were present and votedManager for purposes of this Section 5.3(f). 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 Board or any such committee, as the case may be. Subject to the requirements of the Delaware Act, the DGCL, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Board, Managers or members of any committee designated by the Board, Board may participate in and hold a meeting of the Board or any committee of the Boardcommittee, as the case may be, by means of a conference telephone conference 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.

Action by Written Consent or Telephone Conference. Any action permitted or required by the Delaware Act, the DGCL, the Certificate or this Agreement to be taken at a meeting of the Board or any committee designated by the 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 at least one TB DF Manager, one TB DFA Manager, one TB DFII Manager, one TB DFII-A Manager and the Managers or committee membersmembers of such committee, as the case may be, having not fewer than that have at least the minimum number of votes that would be necessary required to take the such action at a meeting at which of the Board if all Managers or committee members, as the case may be, entitled to vote on the action were present and votedat such meeting. 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 Board or any such committee, as the case may be. Subject to the requirements of the Delaware Act, the DGCL, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Board, Managers or members of any committee designated by the Board, Board may participate in and hold a meeting of the Board or any committee of the Boardcommittee, as the case may be, by means of a conference telephone conference 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.

Action by Written Consent or Telephone Conference. Any action permitted or required by the ActNRS 86, the DGCLapplicable provisions of the NRS, the Certificate Articles or this Agreement to be taken at a meeting of the Board or any committee designated by the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the Managers or committee members, as the case may be, having not fewer than the minimum votes that would be necessary to take the action at a meeting at which all Managers or committee members, as the case may be, entitled to vote on the action were present and voted. 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 DelawareNevada, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board or any such committee, as the case may be. Subject to the requirements of the ActNRS 86, the DGCLapplicable provisions of the NRS, the Certificate Articles or this Agreement for notice of meetings, unless otherwise restricted by the CertificateArticles, the Board, or members of any committee designated by the Board, may participate in and hold a meeting of the Board or any committee of the Board, as the case may be, by means of a conference telephone conference 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.