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 Board, or any committee thereof, 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 Managers then in office in the case of an act of the Board, and a majority of the Managers assigned to a committee in the case of an act of a committee. 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 Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board or a committee thereof. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Managers may participate in and hold a meeting 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.

Action by Written Consent or Telephone Conference. Any action permitted or required by the Act, the Certificate Act or this Agreement to be taken at a meeting of the Board, Board or of any committee thereof, 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 a majority at least one Director or member of the Managers then in office in such committee, as the case may be, representing Discovery and one Director or member of an act of the Boardsuch committee, and a majority of the Managers assigned to a committee in as the case may be, representing Hasbro. The Directors or members of an act of a committee. Such consent shall have any committee designated by the same force and effect as a unanimous vote at a meeting and Board may be stated as such participate in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at hold a meeting of the Board or a committee thereof. Subject to any committee, as the requirements of the Actcase may be, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Managers may participate in and hold a meeting 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 by such means 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 called or convened lawfully or in accordance with this Agreement.

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 Board, Management Committee or any committee thereof, 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 of the Managers then in office in members of the Management Committee or members of such committee, as the case of an act of the Board, and a majority of the Managers assigned to a committee in the case of an act of a committeemay 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 Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting meeting. Members of the Board Management Committee, or a members of any committee thereof. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted designated by the CertificateManagement Committee, the Managers may participate in and hold a meeting of the Management Committee or any committee of Management Committee, 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 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. (a) Any action required or permitted or required by the Act, the Certificate or this Agreement to be taken at a any meeting of the Board, or any committee thereof, Members may be taken without a meeting meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action to be so taken, is shall be signed by a majority the holder or holders of not less than the Managers then in office in the case of an act of the Board, and a majority of the Managers assigned minimum Units that would be necessary to a committee in the case of an act of a committee. Such consent shall have the same force and effect as a unanimous vote take such action at a meeting at which the holders of all Units entitled to vote on the action were present and may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board or a committee thereof. Subject to the requirements of the Act, the Certificate or this Agreement for notice of meetings, unless otherwise restricted by the Certificate, the Managers voted. (b) Members may participate in and hold a meeting by means of a telephone conference telephone, video conferencing 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 Person at such meeting, except where a Person participates in the meeting for the express purpose of objection to the transaction of any business on the ground that the meeting is not lawfully called or convened.