Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, without prior notice and without a vote, if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the board or committee, as the case may be.
Appears in 4 contracts
Samples: Agreement and Plan of Restructuring and Merger (New Unitedglobalcom Inc), Agreement and Plan of Restructuring and Merger (Liberty Media Corp /De/), Agreement and Plan of Restructuring and Merger (Unitedglobalcom Inc)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof Board may be taken without a meeting, without prior notice and without a vote, meeting if all members of the board or committee, as the case may be, Board consent thereto in writing or by electronic transmission transmission, and the such writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the board or committee, as Board. Such filing shall be in paper form if the case may beminutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 4 contracts
Samples: Merger Agreement (Amsurg Corp), Merger Agreement (Envision Healthcare Holdings, Inc.), Merger Agreement (International Paper Co /New/)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board Board of directors Directors, or of any committee thereof thereof, may be taken without a meeting, without prior notice and without a vote, meeting if all members of the board Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the board Board of Directors or committee, as the case may be.
Appears in 3 contracts
Samples: Merger Agreement (Superconductor Technologies Inc), Merger Agreement (Superconductor Technologies Inc), Merger Agreement (Koffee Korner Inc.)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors Board or of any committee thereof may be taken without a meeting, without prior notice and without a vote, meeting if all members of the board Board or committee, as the case may be, consent thereto in writing or by electronic transmission transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings proceeding of the board Board or the committee, as . Any nonconfidential material provided to the case may beBoard or a committee in connection with such action shall be posted on the Corporation’s website at approximately the same time that it is given to the Board or the committee. The results of all actions taken by the Board or any committee thereof without a meeting shall be promptly posted on the Corporation’s website.
Appears in 3 contracts
Samples: Delegation Agreement, Delegation Agreement, Delegation Agreement
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board Board of directors Directors, or of any committee thereof thereof, may be taken without a meeting, without prior notice and without a vote, meeting if all members of the board Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the board Board of Directors or committee, as . Such filing shall be in paper form if the case may beminutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 3 contracts
Samples: Merger Agreement (Dell Inc), Merger Agreement (Quest Software Inc), Merger Agreement (Quest Software Inc)
Action Without a Meeting. Any Unless otherwise restricted by the Certificate or these Bylaws, any action required or permitted to be taken at any meeting of the board of directors Board or of any committee thereof may be taken without a meeting, without prior notice and without a vote, meeting if all members of the board Board or committee, as the case may be, any committee thereof consent thereto in writing writing, or by electronic transmission transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the board Board or committee, as . Such filing shall be in paper form if the case may beminutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 3 contracts
Samples: Business Combination Agreement (Impax Laboratories Inc), Business Combination Agreement (Impax Laboratories Inc), Business Combination Agreement (Impax Laboratories Inc)
Action Without a Meeting. Any Unless otherwise restricted by the Company Agreement or these Bylaws, any action required or permitted to be taken at any meeting of the board of directors Board or of any committee thereof may be taken without a meeting, without prior notice and without a vote, if all members of the board Board or committee, as the case may be, consent thereto in writing or by electronic transmission transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the board Board or committee, as . Such filing shall be in paper form if the case may beminutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Kaiser Aluminum Washington, LLC), Limited Liability Company Agreement (Kaiser Aluminum Washington, LLC), Limited Liability Company Agreement (Kaiser Aluminum Washington, LLC)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board Board of directors Directors, or of any committee thereof thereof, may be taken without a meeting, without prior notice and without a vote, meeting if all members of the board Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission transmission, and the writing or such writing, writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the board Board of Directors or committee, as . Such filing shall be in paper form if the case may beminutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 3 contracts
Samples: Merger Agreement (Avista Healthcare Public Acquisition Corp.), Merger Agreement (Avista Healthcare Public Acquisition Corp.), Transaction Agreement (Avista Healthcare Public Acquisition Corp.)
Action Without a Meeting. Any action required or permitted to which could be taken at any a meeting of the board Board of directors or of any committee thereof Directors may be taken without a meeting, without prior notice and without a vote, meeting if all members of the board or committee, as directors consent to the case may be, consent thereto action in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of Board. Such filings shall be in paper form if the board or committee, as minutes are maintained in paper form and shall be in electronic form if the case may beminutes are maintained in electronic form.
Appears in 2 contracts
Samples: Merger Agreement (United Technologies Corp /De/), Merger Agreement (Raytheon Co/)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors Board, or of any committee thereof thereof, may be taken without a meeting, without prior notice and without a vote, meeting if all members of the board Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the board Board or committee, as . Such filing shall be in paper form if the case may beminutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 2 contracts
Samples: Principal Member Membership Agreement, Membership Agreement
Action Without a Meeting. Any Unless otherwise restricted by the Amended and Restated Certificate of Incorporation, any action required or permitted to be taken at any meeting of the board of directors Board or of any committee thereof may be taken without a meeting, without prior notice and without a vote, meeting if all members of the board Board or committeeany committee thereof, as the case may be, consent thereto in writing or by electronic transmission transmission, and the writing or writings or electronic transmission or transmissions are filed with in the minutes of the proceedings of the board Board. Such filing shall be in paper form if the minutes are maintained in paper form or committee, as shall be in electronic form if the case may beminutes are maintained in electronic form.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Legacy Reserves Lp), Merger Agreement (Legacy Reserves Lp)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof Board may be taken without a meeting, meeting and without prior notice and without a vote, if all the majority of the members of the board or committee, as the case may be, Board consent thereto in writing or by electronic transmission transmission, and the such writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the board or committee, as Board. Such filing shall be in paper form if the case may beminutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (New Mountain Finance Holdings, L.L.C.), Limited Liability Company Agreement (New Mountain Finance Corp)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board Board of directors or of any committee thereof Directors may be taken without a meeting, without prior notice and without a vote, meeting if all members of the board or committee, as the case may be, Board of Directors consent thereto in writing or by electronic transmission transmission, and the writing or such writing, writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the board or committee, as Board of Directors. Such filing shall be in paper form if the case may beminutes 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 (INC Research Holdings, Inc.), Merger Agreement (Riverwood Holding Inc)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors Board, or of any committee thereof thereof, may be taken without a meeting, without prior notice and without a vote, meeting if all members of the board Board or committee, as the case may be, consent thereto in writing or by electronic transmission transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the board Board or committee, as . Such filing shall be in paper form if the case may beminutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 2 contracts
Samples: Operating Agreement, Operating Agreement
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof Board may be taken without a meeting, without prior notice and without a vote, meeting if all members of the board or committee, as the case may be, Board consent thereto in writing or by facsimile or any form of electronic transmission previously approved by a Director, which approval has not been revoked (“Approved Electronic Transmission”), and the such writing or writings or electronic transmission or transmissions Approved Electronic Transmissions are filed with the minutes of the proceedings of the board or committee, as Board. Such filing shall be in paper form if the case may beminutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Servicemaster Co, LLC), Limited Liability Company Agreement
Action Without a Meeting. 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 Board or of any committee thereof may be taken without a meeting, without prior notice and without a vote, meeting if all members of the board Board or committeeany committee thereof, as the case may be, consent thereto in writing or by electronic transmission and transmission. After an action is taken, the writing consent or writings or electronic transmission or transmissions are consents relating thereto shall be filed with in the minutes of the proceedings of the board Board. Such filing shall be in paper form if the minutes are maintained in paper form or committee, as shall be in electronic form if the case may beminutes are maintained in electronic form.
Appears in 1 contract
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors Board or of any committee thereof may be taken without a meeting, without prior notice and without a vote, meeting if all members of the board Board or committee, as the case may be, consent thereto in writing or by electronic transmission transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the board Board or committee, as . Such filing shall be in paper form if the case may beminutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Ellington Financial Inc.)
Action Without a Meeting. Any Except as may otherwise be provided by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the board Board of directors or of any committee thereof Directors may be taken without a meeting, without prior notice and without a vote, meeting if all members of the board or committee, as the case may be, Board of Directors consent thereto in writing or by electronic transmission transmission, and the such writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the board or committee, as Board of Directors. Such filing shall be in paper form if the case may beminutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Appears in 1 contract
Action Without a Meeting. Any action that is required to or permitted to may be taken at any a meeting of the board of directors or of any committee thereof Members may be taken without a meeting, without prior notice and without a vote, meeting if all members of the board or committee, as the case may be, consent consents thereto in writing writing, or by electronic transmission setting forth the action so taken, are signed by a Member Majority and the writing or writings or electronic transmission or transmissions are filed with the minutes of Member proceedings. Such consents will have the proceedings of the board or committee, same force and effect as the case may bea vote at a meeting duly held.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Central Energy Partners Lp)
Action Without a Meeting. Any action required or permitted to be taken by the Board at any a meeting of the board of directors or of any committee thereof may be taken without a meetingmeeting if a consent in writing, without prior notice and without a votesetting forth the action so taken, if shall be signed by all members of the board or committeedirectors then in office, as the case may be, consent thereto and filed in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the board Board. Any action required or committeepermitted to be taken by any Committee of the Board at a meeting may be taken without a meeting if such a consent in writing, as setting forth the case may beaction so taken, shall be signed by all of the members of such Committee then in office, and filed in the minutes of the proceedings of such Committee and the Board.
Appears in 1 contract
Samples: Loan Agreement (Virbac Corp)
Action Without a Meeting. Any action required or permitted to that may be taken at any a meeting of the board of directors or of any committee thereof Board may be taken without a meetingmeeting if a consent in writing, without prior notice and without a votesetting forth the action so taken or to be taken, if shall be signed by all members of the board or committee, as the case may be, voting Representatives. Such consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are shall be filed with the minutes of the proceedings of the board or committee, as the case may beBoard's meetings.
Appears in 1 contract
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors Board, or of any committee thereof thereof, may be taken without a meeting, without prior notice and without a vote, meeting if all members of the board Board or committee, as the case may be, consent thereto in writing or by electronic transmission writing, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the or proceedings of the board Board or committee, as whether done before or after the case may beaction so taken.
Appears in 1 contract
Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the board of directors or of any committee thereof Board may be taken without a meeting, without prior notice and without meeting if a vote, if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission and transmission, setting forth the writing or writings or electronic transmission or transmissions are filed with the minutes action so taken, shall be signed by all of the proceedings directors entitled to vote with respect to the subject matter thereof. In addition, meetings of the board Board may be held by means of conference telephone or committee, voice communication as permitted by the case may beGeneral Corporation Law of the State of Delaware.
Appears in 1 contract
Samples: Merger and Contribution and Share Exchange Agreement (Titan Pharmaceuticals Inc)
Action Without a Meeting. Any action required or permitted to which may be taken at any a Board meeting of the board of directors or of any committee thereof may be taken without a meetingmeeting if evidenced by one or more written consents describing the action taken, without prior notice signed by each Director and without a vote, if all members of included in the board minutes or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes corporate records reflecting the action taken. For purposes of this section, a waiver granted by telegram, telex, telecopy or other document transmitted electronically by a Director shall be deemed "signed by a Director." Action taken by written consent is effective when the proceedings of last Director signs the board consent unless the consent specifies a different prior or committee, as the case may besubsequent effective date.
Appears in 1 contract
Samples: Joint Venture Agreement (Depuy Inc)