Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.
Appears in 18 contracts
Samples: Business Combination Agreement (Spartan Acquisition Corp. III), Business Combination Agreement (CBRE Acquisition Holdings, Inc.), Stockholders Agreement
Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committeeBoard of Directors.
Appears in 17 contracts
Samples: Business Combination Agreement (Spartan Acquisition Corp. III), Business Combination Agreement (CBRE Acquisition Holdings, Inc.), Merger Agreement (Avista Healthcare Public Acquisition Corp.)
Action by Written Consent. Any action required or permitted to be taken by the Board, either at any a meeting of any committee of the Board of Directors or otherwise, may be taken without a meeting if all the members of the committee Board by a written consent thereto in writing, signed by each Director and the writing or writings are filed with the minutes of proceedings of the committeeBoard. Any action required or permitted to be taken by the Board may be taken by a written consent thereto signed by the Member and filed with the minutes of proceedings of the Board.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (Verso Quinnesec REP Holding Inc.), Limited Liability Company Agreement (Verso Quinnesec REP Holding Inc.), Limited Liability Company Agreement (Verso Quinnesec REP Holding Inc.)
Action by Written Consent. Any action required To the extent permitted by Applicable Law, the Board, or permitted to be taken at any meeting of any committee of the Board of Directors Board, may be taken act without a meeting if all and without prior notice so long as a majority of the members of the Board or committee shall have executed a written consent thereto with respect to any action taken in writing, and the writing or writings are filed with the minutes lieu of proceedings of the committeea meeting.
Appears in 5 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Marlin Midstream Partners, LP), Limited Liability Company Agreement (Cypress Energy Partners, L.P.)
Action by Written Consent. Any action required or permitted to which could be taken at any a meeting of any committee of the Board of Directors or a committee thereof may be taken without a meeting, without prior notice and without a vote if consented to in writing or by electronic transmission by directors having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting if at which all directors entitled to vote thereon were present and voted. Any such consent shall be filed by the members Secretary of the committee consent thereto in writing, and the writing or writings are filed Company with the minutes of the proceedings of the Board of Directors or the appropriate committee.
Appears in 5 contracts
Samples: Limited Liability Company Agreement (Frontier Communications Corp), Limited Liability Company Agreement (Frontier Communications Corp), Limited Liability Company Agreement (Frontier Communications Corp)
Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors Trustees, or any committee thereof, may be taken without a meeting if all the members of the Board of Trustees or committee (as the case may be) consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Trustees, or committee, except as otherwise provided in the 1940 Act.
Appears in 5 contracts
Samples: Agreement and Declaration of Trust (Wt Mutual Fund), Agreement and Declaration of Trust (Wt Investment Trust I), Agreement and Declaration of Trust (Wt Mutual Fund)
Action by Written Consent. Any Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee of the Board of Directors thereof, may be taken without a meeting if all the members of the committee board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.
Appears in 5 contracts
Samples: Merger Agreement (Xpedx Holding Co), Merger Agreement (Xpedx Holding Co), Merger Agreement (Windy Creek Developments, Inc.)
Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writingwriting (which may be provided by electronic transmission). After such action is taken, and the such writing or writings are shall be filed with the minutes of proceedings of the committee.
Appears in 4 contracts
Samples: Merger Agreement (Scilex Holding Co), Merger Agreement (Denali Capital Acquisition Corp.), Merger Agreement (Scilex Holding Co)
Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors Directors, or of any committee thereof, may be taken without a meeting if prior or subsequent to such action all the members of the committee Board or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or committee.
Appears in 4 contracts
Samples: Acquisition Agreement (Artfest International Inc), Asset Acquisition Agreement (Sunderland Acquisition Corp), Agreement and Plan of Reorganization (Sunderland Acquisition Corp)
Action by Written Consent. Any Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of any committee of the Board of Directors Directors, or of any committee thereof, may be taken without a meeting if all the members of the committee Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Supermedia Inc.), Agreement and Plan of Merger (DEX ONE Corp), Merger Agreement (DEX ONE Corp)
Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors or any committee thereof may be taken without a meeting meeting, without prior notice and without a vote, if all the members of the committee a consent thereto or consents in writing, and setting forth the writing action so taken shall be signed by the Directors having not less than the minimum number of votes that would be necessary to authorize or writings are filed with the minutes of proceedings of the committeetake such action at a meeting.
Appears in 4 contracts
Samples: Limited Liability Company Operating Agreement, Operating Agreement (Bats Global Markets, Inc.), Operating Agreement
Action by Written Consent. Any action required or permitted to be taken at by any meeting of any committee of the Board of Directors Committee may be taken without a meeting if all members of the Committee consent in writing to the action (whether before or after such action). Written consents by the members of the committee consent thereto in writing, and the writing or writings are a Committee shall be filed with the minutes of proceedings of the committeeBoard.
Appears in 3 contracts
Samples: By Laws (Brown Robert G/), By Laws (Spar Group Inc), By Laws (Bartels Williams H)
Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee of designated by the Board of Directors may be taken without a meeting if a written consent, setting forth the action so taken, is signed by all the members of the committee consent thereto in writingBoard of Directors or of such committee, and such consent shall have the writing or writings are filed with the minutes of proceedings of the committeesame force and effect as a unanimous vote at a meeting.
Appears in 3 contracts
Samples: Transaction Agreement (Kinetic Concepts Inc /Tx/), Transaction Agreement (Blum Richard C & Associates L P), Transaction Agreement (Kci New Technologies Inc)
Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of by the Board of Directors may be taken without a meeting if all the members of the committee Board consent thereto in writing, and writing to the writing or writings are action. Written consents by the Board shall be filed with the minutes of proceedings of the committeeBoard.
Appears in 3 contracts
Samples: By Laws (Bartels Williams H), By Laws (Spar Group Inc), By Laws (Brown Robert G/)
Action by Written Consent. Any Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee of the Board of Directors thereof, may be taken without a meeting if all the then members of the committee board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.
Appears in 3 contracts
Samples: Merger Agreement (Cerevel Therapeutics Holdings, Inc.), Agreement and Plan of Merger (Turning Point Therapeutics, Inc.), Merger Agreement (Lions Gate Entertainment Corp /Cn/)
Action by Written Consent. Any action required or permitted to be taken at any a meeting of the Managing Board, or any committee of the Board of Directors thereof, may be taken without a meeting if if, prior or subsequent to the action, a consent or consents thereto signed by all of the members Board Members, or all of the committee consent thereto in writingmembers, and the writing or writings are as appropriate, is filed with the minutes of proceedings of the committeeSecretary.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Atlas Pipeline Partners Lp), Limited Liability Company Agreement (Atlas Pipeline Partners Lp), Limited Liability Company Agreement (Atlas Pipeline Holdings, L.P.)
Action by Written Consent. Any Except as otherwise provided by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of any committee of the Board of Directors or of any committee thereof may be taken without a meeting if all the members of the committee Board of Directors or committee, as the case may be, consent thereto in writingwriting setting forth the action so taken, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Centex Construction Products Inc), Merger Agreement (Centex Construction Products Inc), Merger Agreement (Centex Corp)
Action by Written Consent. Any action required or permitted to be taken at any meeting by the board of any committee of the Board of Directors directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committeeboard.
Appears in 2 contracts
Samples: Merger Agreement (ARBINET Corp), Merger Agreement (Primus Telecommunications Group Inc)
Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors Trustees, or any committee thereof, may be taken without a meeting meeting, without notice and without a vote, if all the members of the Board of Trustees or committee (as the case may be) consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Trustees, or committee, except as otherwise provided in the 1940 Act.
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (Wilmington Low Volatility Fund of Funds), Trust Agreement (Wilmington Low Volatility Fund of Funds)
Action by Written Consent. Any action required or permitted to which could be taken at any a meeting of any committee of the Board of Directors or a committee thereof may be taken without a meeting, without prior notice and without a vote if consented to in writing or by electronic trans1nission by directors having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting if at which all directors entitled to vote thereon were present and voted. Any such consent shall be filed by the members Secretary of the committee consent thereto in writing, and the writing or writings are filed Company with the minutes of the proceedings of the Board of Directors or the appropriate committee.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Frontier Communications Corp), Limited Liability Company Agreement (Frontier Communications Corp)
Action by Written Consent. Any action required or permitted to be taken at any a meeting of any committee of the Board of Directors may be taken without a meeting meeting, without prior notice, and without a vote if all the members of the committee a consent thereto or consents in writing, and setting forth the writing or writings are filed with action so taken, is signed by each Director that could have taken the minutes of proceedings action at a meeting of the committeeBoard of Directors at which any Director entitled to vote on the action was represented and voted.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Lazare Kaplan International Inc), Limited Liability Company Agreement (Lazare Kaplan International Inc)
Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of by the Board of Directors may be taken without a meeting if all a consent thereto is signed or transmitted electronically, as the members case may be, by the majority of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committeeManagers.
Appears in 2 contracts
Samples: Operating Agreement (Biotech Co LLC), Operating Agreement (Bioceres Group PLC)
Action by Written Consent. Any action required or permitted to be taken by the Board, either at any a meeting of any committee of the Board of Directors or otherwise, may be taken without a meeting if all the members of the committee Directors unanimously consent thereto in writing, writing and the writing or writings are filed with the minutes of proceedings the meeting of the committeeBoard.
Appears in 2 contracts
Samples: Shareholders Agreement (Yingli Green Energy Holding Co LTD), Shareholders Agreement (Yingli Green Energy Holding Co LTD)
Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors or any committee thereof may be taken without a meeting if all of the members of the committee Board of Directors or of such committee, as the case may be, consent thereto in writing, writing or by electronic transmission and the writing or writings or transmission or transmissions are filed with the minutes of proceedings of the committeeCorporation. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 2 contracts
Samples: Merger Agreement (Intercontinentalexchange Inc), Merger Agreement (Intercontinentalexchange Inc)
Action by Written Consent. Any Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee of the Board of Directors thereof, may be taken without a meeting if all the members of the committee board of directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board of directors or committee.
Appears in 2 contracts
Samples: Merger Agreement (Equitrans Midstream Corp), Merger Agreement (EQT Corp)
Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee of the Board of Directors thereof may be taken without a meeting if all the members of the committee Board or of such committee, as the case may be, consent thereto in writing, writing or by electronic transmission and the writing or writings electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee.
Appears in 2 contracts
Samples: Merger Agreement (3d Systems Corp), Merger Agreement (3d Systems Corp)
Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent is signed by all the members of the committee consent thereto in writingBoard or of such committee, as the case may be, and the writing or writings are written consent is filed with the minutes of the proceedings of the Board or committee.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Exchange (Applied Nanotech Holdings, Inc), Merger Agreement (Applied Nanotech Holdings, Inc)
Action by Written Consent. Any Notwithstanding anything herein to the contrary, any action required of the Committee (or permitted to be taken at any meeting of any committee of the Board of Directors Committee, if applicable) may be taken without a meeting if a written consent, by means of Electronic Transmission or as otherwise permitted by the Act, executed by all the members of the committee consent thereto Managers then in writing, and the writing or writings are filed with the minutes of proceedings of the committeeoffice.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Faraday Future Intelligent Electric Inc.)
Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors Property Oversight Committee may be taken without a meeting meeting, if all the members of the committee a consent thereto in writing, and the writing or writings are by electronic transmission to such action is given by each Committee Member and is filed with the minutes of proceedings of the committeeApproval Matters Committee.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Etre Reit, LLC)
Action by Written Consent. Any Unless otherwise restricted by law of this Agreement, any action required or permitted to be taken at any meeting of any committee of the Board of Directors or of any committee thereof may be taken without a meeting if all the members required number of the committee such directors consent thereto in writing, writing and the writing or writings are filed with the minutes of proceedings of the Board of Directors or the committee.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Teppco Partners Lp)
Action by Written Consent. Any Unless otherwise restricted by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee of the Board of Directors thereof, may be taken without a meeting if all the members of the committee board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.
Appears in 1 contract
Samples: Notes Securities Purchase Agreement (Global Employment Holdings, Inc.)
Action by Written Consent. Any action required or permitted to be taken at any a meeting of any committee of the Board of Directors or any committee thereof may be taken without a meeting meeting, without prior notice and without a vote if all the members of the committee a consent thereto or consents in writing, and setting forth the writing or writings action so taken, are filed with signed by Directors in the minutes of proceedings number as would have been required to take such action at a meeting of the committeeBoard of Directors or such committee thereof.
Appears in 1 contract
Samples: Limited Liability Company Agreement (DCP Midstream, LP)
Action by Written Consent. Any action required or permitted to which could be taken at any a meeting of any committee of the Board of Directors or a committee thereof may be taken without a meeting, without prior notice and without a vote if consented to in writing or by electronic transmission by directors having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting if at which all directors entitled to vote thereon were present and voted. Any such consent shall be filed by the members Secretary of the committee consent thereto in writing, and the writing or writings are filed Company with the minutes of the proceedings of the Board of Directors or the appropriate committee.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Frontier Communications Corp)
Action by Written Consent. Any action required that may be authorized or permitted to be taken at any a meeting of any the committee of the Board of Directors may be authorized or taken without a meeting if all the members of the committee consent thereto in writing, and the a writing or writings are signed by all the committee members. The writing or writings evidencing the action by written consent shall be filed with or entered upon the minutes of proceedings records of the committee.
Appears in 1 contract
Samples: Operating Agreement
Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee of committees appointed by the Board of Directors pursuant to this Agreement, may be taken without a meeting and without prior notice, if all a written consent setting forth the members action so taken is signed, either before or after such action, by the Board of Directors or committee members, as the committee consent thereto in writingcase may be, and holding the writing or writings are required vote to carry the action. All written consents shall be filed with the minutes of proceedings of the Board of Directors or such committee.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Capmark Finance Inc.)
Action by Written Consent. Any Unless otherwise restricted by the Certificate of Formation or this Agreement, any action required or permitted to be taken at any meeting of the Board, or of any committee of the Board of Directors thereof, may be taken without a meeting if all the members of the committee Board or of such committee, as the case may be, consent thereto in writing, writing and the such writing or writings are filed with the minutes of proceedings of the Board or committee.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Novelis North America Holdings Inc.)
Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members Managers of the committee Board consent thereto in writing, writing and the writing or writings are filed with the minutes of proceedings of the committeeBoard.
Appears in 1 contract
Samples: Limited Liability Partnership Agreement (DPS Americas Beverages Investments, Inc.)
Action by Written Consent. Any action required or permitted to be ------------------------- taken at any meeting of the Board of Directors or of any committee of the Board of Directors may be taken without a meeting meeting, if all the members of the committee Board of Directors or committee, as the case may be, consent thereto to such action in writing, and the writing or writings written consents are filed with the minutes of proceedings of the Board of Directors or committee.
Appears in 1 contract
Samples: By Laws (Matrixone Inc)
Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board or any committee of the Board of Directors thereof may be taken by written consent without a meeting if all the members by unanimous consent of the committee consent thereto in writingDirectors, and the such writing or writings are filed with the minutes of the proceedings of the Board or the relevant committee.
Appears in 1 contract
Action by Written Consent. Any action required or permitted to be taken at any a meeting of any the Company Board (or a committee of the Board of Directors thereof) may be taken without a meeting and without a vote, if a consent or consents in writing (including by e-mail) setting forth the action so taken shall be given by all the members of the committee Directors. A copy of any action taken by written consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committeeshall be promptly furnished to each Director.
Appears in 1 contract
Samples: Rollover Agreement (GasLog Ltd.)
Action by Written Consent. Any Except as otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the such committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the such committee.
Appears in 1 contract
Samples: Merger Agreement (Alexanders J Corp)
Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of by the Board of Directors may be taken without a meeting if all the members of the committee Board consent thereto in writing, writing to the adoption of the resolution authorizing the action and the writing or writings such resolution and written consent are filed with the minutes Minutes of the proceedings of the committeeBoard.
Appears in 1 contract
Samples: Municipal Cooperation Agreement
Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committeeBoard of Directors. Appointment. From time to time the Board of Directors by a resolution adopted by a majority of the entire Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment.
Appears in 1 contract
Samples: Stockholders Agreement (iParty Retail Stores Corp.)
Action by Written Consent. Any Except as otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee directors consent thereto in writing, writing and the writing or writings are filed with the minutes of proceedings of the committeeBoard of Directors.
Appears in 1 contract
Samples: Merger Agreement (Alexanders J Corp)
Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee directors consent thereto in writing, and the writing is (or writings are are) filed with the minutes of proceedings of the committeeBoard of Directors.
Appears in 1 contract
Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors or any committee thereof may be taken without a meeting meeting, without prior notice and without a vote, if all the members of the committee a consent thereto or consents in writing, and setting forth the writing action so taken, shall be signed by the Directors having not less than the minimum number of votes that would be necessary to authorize or writings are filed with the minutes of proceedings of the committeetake such action at a meeting.
Appears in 1 contract
Samples: Operating Agreement (HFF, Inc.)
Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors or of any committee thereof may be taken without a meeting if meeting, upon the consent of the sole member or of all the members of the Board of Directors, as the case may be, or the committee consent thereto in writingwriting or by electronic transmission (including email), and the writing writings or writings electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee.
Appears in 1 contract
Samples: Merger Agreement (Sothebys)
Action by Written Consent. Any Unless otherwise restricted by this Agreement or the Delaware Act, any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee Directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committeeBoard of Directors.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Ortec International Inc)