Common use of Action Without a Meeting Clause in Contracts

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 if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding of the Board of Directors or of such committee.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Synacor, Inc.), Agreement and Plan of Merger (Carlyle Industries Inc), Agreement and Plan of Merger (Concord Assets Group Inc)

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Action Without a Meeting. Any action required Notwithstanding Section 5.04, on any matter requiring an approval or permitted to be taken at any meeting consent of the Board of Directors under this Agreement or of the Act, the Board or any committee thereof may be taken take such action without a meeting meeting, without notice and without a vote if all members of the Board of Directors a consent or such committee, as the case may be, consent thereto consents in writing, and setting forth the writing or writings are filed with the minutes of proceeding action so taken, shall be signed by all of the Board Directors or, in the case of a committee, all of the Directors or who are members of such committee.

Appears in 4 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Comcast Corp), Limited Liability Company Agreement (General Electric Co)

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 may be taken without a meeting meeting, without prior notice and without a vote, if all members of the Board of Directors board or such committee, as the case may be, consent thereto in writing, writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceeding the proceedings of the Board of Directors board or of such committee, as the case may be.

Appears in 4 contracts

Samples: Registration Rights Agreement (New Unitedglobalcom Inc), Registration Rights Agreement (Unitedglobalcom Inc), Registration Rights Agreement (Liberty Media Corp /De/)

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 meeting, if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding proceedings of the Board of Directors or of such committee.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Primo Water Corp), Agreement and Plan of Merger (Cott Corp /Cn/), Agreement and Plan of Merger (Kulicke & Soffa Industries Inc)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors Directors, or of any committee thereof thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding the proceedings of the Board of Directors or of such committee.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Icahn Enterprises Holdings L.P.), Agreement and Plan of Merger (American Railcar Industries, Inc.), Voting Agreement (Diligent Corp)

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 a committee thereof may be taken without a meeting if all the members of the Board board or of Directors or such committee, as the case may be, consent thereto in writing, and the such writing or writings are filed with the minutes of proceeding records of the Board meetings of Directors the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Center Bancorp Inc), Agreement and Plan of Merger (ConnectOne Bancorp, Inc.), Agreement and Plan of Merger (Bioenvision Inc)

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 a committee thereof may be taken without a meeting if all the members of the Board board or of Directors or such committee, as the case may be, consent thereto in writingwriting or by electronic transmission, and the such writing or writings or electronic transmissions are filed with the minutes of proceeding records of the Board meetings of Directors the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

Appears in 4 contracts

Samples: Eargo, Inc., Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)

Action Without a Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, 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 meeting, if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding proceedings of the Board of Directors or of such committee.

Appears in 4 contracts

Samples: Registration Rights Agreement (Apollo Group Inc), Agreement and Plan of Merger (Altra Holdings, Inc.), Shareholders’ Agreement (Apollo Group Inc)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of by the Board of Directors (or of any committee thereof thereof) may be taken without a meeting if all the members of the Board of Directors (or of such committee, as ) then in office consent in writing to the case may be, consent thereto in writing, adoption of a resolution authorizing the action and the writing written consents thereto of the directors (or writings the members of the committee) are filed with the minutes of proceeding the proceedings of the Board of Directors (or of such committee).

Appears in 4 contracts

Samples: Agreement and Plan of Merger (DSP Group Inc /De/), Agreement and Plan of Merger (DSP Group Inc /De/), Agreement and Plan of Merger (ATN International, 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 Trustees may be taken without a meeting if all members written consents thereto are signed by a majority of the Board of Directors or Trustees and such committee, as the case may be, consent thereto in writing, and the writing or writings written consents are filed with the minutes of proceeding records of the Board meetings of Directors or of such committeethe board.

Appears in 4 contracts

Samples: Dreyfus Laurel Funds Trust, Dreyfus Laurel Tax Free Municipal Funds, Dreyfus Laurel Tax Free Municipal Funds

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 such Committee may be taken without a meeting meeting, if all members of the Board of Directors or such committee, as the case may be, Committee shall consent thereto to such action in writing, writing and the such writing or writings are filed with the minutes of proceeding the proceedings of the Board of Directors or of such committeeCommittee.

Appears in 4 contracts

Samples: Operating Agreement (Cal Maine Foods Inc), Operating Agreement (Cal Maine Foods Inc), Shareholders' Agreement (Nextel Partners Inc)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board directors or a committee of Directors or of any committee thereof directors may be taken without a meeting meeting, without prior notice and without a vote, if all members of the Board of Directors directors or such committeecommittee members entitled to vote on it consent to it in writing or, as to the case may beextent permitted by law, consent thereto in writing, and the writing or writings are by electronic transmission. Such consents shall be filed with the minutes of proceeding the proceedings of the Board of Directors or of such committee, as applicable.

Appears in 4 contracts

Samples: Merger Agreement (ITC Holdings Corp.), Joinder Agreement, Joinder 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 or of any committee thereof may be taken without a meeting if all members of the Board of Directors or such committeeany committee thereof, as the case may be, consent thereto in writing, and the writing or by electronic transmission. The writing or writings are or electronic transmission or transmissions shall be filed with in the minutes of proceeding proceedings of the Board of Directors or of such committeein accordance with applicable law.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (GigCapital4, Inc.), Agreement and Plan of Merger (Experience Investment Corp.), Agreement and Plan of Merger (Churchill Capital Corp II)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors Directors, or of any committee thereof thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceeding the proceedings of the Board of Directors or of such committee.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Superconductor Technologies Inc), Agreement and Plan of Merger (Superconductor Technologies Inc), Agreement and Plan of Merger (Koffee Korner Inc.)

Action Without a Meeting. Any Except as otherwise provided by law or 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 thereof may be taken without a meeting meeting, if prior to such action all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding proceedings of the Board of Directors or of such the committee.

Appears in 3 contracts

Samples: Merrill Lynch & Co Inc, Merrill Lynch & Co Inc, Merrill Lynch & Co Inc

Action Without a Meeting. Any action which is required or permitted to be taken at any a meeting of the Board of Directors or of any committee thereof by a Directors’ Committee may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the Directors or all of the members of the Board of Directors or such committeeCommittee, as the case may be, . Such consent thereto in writing, shall have the same force and the writing or writings are filed with the minutes of proceeding of the Board of Directors or of such committeeeffect as a unanimous vote.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Media General Inc), Agreement and Plan of Merger (Media General Inc), Agreement and Plan of Merger (Media General Inc)

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 Management Committee may be taken without a meeting and without prior notice if all members the action is evidenced by a written consent describing the action taken, signed by at least one Representative of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding of the Board of Directors or of such committeeeach Member.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Texas Mineral Resources Corp.), Limited Liability Company Agreement (Texas Mineral Resources Corp.), Limited Liability Company Agreement (Contango ORE, Inc.)

Action Without a Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these By-laws, 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 meeting, if prior to such action a written consent thereto is signed by all members of the Board or of Directors or such committee, committee as the case may be, and such written consent thereto in writing, and the writing or writings are is filed with the minutes of proceeding proceedings of the Board of Directors or of such committee.

Appears in 3 contracts

Samples: Consulting Agreement, www.annualreports.com, usermanual.wiki

Action Without a Meeting. Any action required or permitted action required to be taken at any meeting of the Board of Directors or of any committee thereof Management Committee may be taken without a meeting meeting, without prior notice and without a vote, if all members of the Board of Directors or such committee, as the case may be, a consent thereto in writing, setting forth the action so taken, shall be signed by a majority of the Management Committee members and the writing or writings are such consent is filed with the minutes of proceeding the proceedings of the Board of Directors or of such committeeCompany.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Grove Investors Capital Inc), Limited Liability Company Agreement (Grove Worldwide LLC), Limited Liability Company Agreement (Grove Holdings LLC)

Action Without a Meeting. Any action required or permitted to be taken by the board of directors at any a meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, a consent thereto in writing, and setting forth the writing or writings are filed with the minutes of proceeding action so taken, shall be signed by all of the Board of Directors or of such committeedirectors.

Appears in 3 contracts

Samples: Preferred Stock Purchase Agreement (Computer Software Innovations Inc), Stock Purchase Agreement (Boston Private Financial Holdings Inc), Employment Agreement (Golden State Bancorp Inc)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors Directors, or of any committee thereof thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writingwriting or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceeding the proceedings of the Board of Directors or of such committee. 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 3 contracts

Samples: Agreement and Plan of Merger (Quest Software Inc), Agreement and Plan of Merger (Dell Inc), Agreement and Plan of Merger (Quest Software Inc)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors Directors, or of any committee thereof thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing, and the writing writings or writings electronic transmission or transmissions are filed with the minutes of proceeding proceedings of the Board of Directors or of such committee. 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 3 contracts

Samples: Merger Agreement (Avista Healthcare Public Acquisition Corp.), Agreement and Plan of Merger (Avista Healthcare Public Acquisition Corp.), Transaction Agreement (Avista Healthcare Public Acquisition Corp.)

Action Without a Meeting. Any Unless otherwise restricted by the ------------------------ certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board board of Directors directors or of any committee thereof may be taken without a meeting if all the members of the Board board or of Directors or such committee, as the case may be, consent thereto in writing, and the such writing or writings are filed with the minutes of proceeding records of the Board meetings of Directors the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

Appears in 2 contracts

Samples: Stock Restriction Agreement (Sequenom Inc), Stock Restriction Agreement (Sequenom Inc)

Action Without a Meeting. Any action required or permitted to be taken taken, or which may be taken, at any a meeting of the Board of Directors or of any committee thereof may be taken without a meeting meeting, if all members of the Board of Directors or such committee, as the case may be, a consent thereto in writing, and setting forth the writing or writings are filed with the minutes of proceeding action so to be taken, is signed by all of the Board of Directors or of such committeedirectors entitled to vote. Such consent will have the same effect as a unanimous vote.

Appears in 2 contracts

Samples: Franchise Agreement (El Pollo Loco Holdings, Inc.), Franchise Agreement (El Pollo Loco Holdings, Inc.)

Action Without a Meeting. Any action required or permitted to be taken at any meeting by the Board of Directors or any committee thereof, as the case may be, may be taken without a meeting if a consent thereto is signed or transmitted electronically, as the case may be by the members of the Board of Directors or of any such committee thereof may having not less than the minimum number of votes that would be taken without necessary to authorize or take such action at a meeting if at which all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding of the Board of Directors or of such committeecommittee entitled to vote thereon were present and voted.

Appears in 2 contracts

Samples: Apollo Asset Backed Credit Co LLC, Apollo Infrastructure Co LLC

Action Without a Meeting. Any Unless otherwise restricted 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 directors or of any committee thereof may be taken without a meeting if all the members of the Board board or of Directors or such committee, as the case may be, consent thereto in writing, and the such writing or writings are filed with the minutes of proceeding records of the Board meetings of Directors the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

Appears in 2 contracts

Samples: Stock Restriction Agreement (Sequenom Inc), Stock Restriction Agreement (Sequenom Inc)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board shareholders or directors or committee of Directors or of any committee thereof directors may be taken without a meeting meeting, without prior notice and without a vote, if all members of the Board of Directors shareholders or such committee, as the case may be, directors or committee members entitled to vote thereon consent thereto in writing, and the writing or writings are filed with the minutes of proceeding of the Board of Directors or of such committee.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Chemical Financial Corp), Agreement and Plan of Merger (TCF Financial Corp)

Action Without a Meeting. Any action which is required to be or permitted to may be taken at a meeting of the directors, or of the executive committee or any other committee of the directors, may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all of the members of the Board of Directors or of any the committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, . The consents shall have the same force and the writing or writings are filed effect as a unanimous vote at a meeting duly held. The Secretary shall file such consents with the minutes of proceeding the meetings of the Board of Directors or of such committeethe committee as the case may be.

Appears in 2 contracts

Samples: Settlement Agreement (Rightchoice Managed Care Inc), Settlement Agreement (Rightchoice Managed Care Inc)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of by any committee thereof at a meeting may be taken without a meeting if all of the members of the Board committee consent in writing to the adoption of Directors or the resolutions authorizing such committee, as the case may be, consent action. The resolutions and written consents thereto in writing, and the writing or writings are shall be filed with the minutes of proceeding of the Board of Directors or of such committee.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Metals Service Inc), Agreement and Plan of Merger (American Metals Service 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 may be taken without a meeting meeting, if all the members of the Board of Directors or thereof consent in writing and such committee, as the case may be, consent thereto in writing, and the writing or writings written consents are filed with the minutes of proceeding proceedings of the Board of Directors Trustees or of such the committee.

Appears in 2 contracts

Samples: Steinroe Variable Investment Trust, Steinroe Variable Investment Trust

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 if all members of the Board of Directors directors consent to the action in writing or such committee, as the case may be, consent thereto in writing, and the by electronic transmission. The writing or writings are or electronic transmission or transmissions shall be filed with the minutes of proceeding the proceedings of the Board board of Directors directors or of such the relevant committee.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mgi Pharma Inc), Agreement and Plan of Merger (Guilford Pharmaceuticals Inc)

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board Directors of the Corporation, or any action which may be taken at a meeting of the Directors or of any a committee thereof thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the Directors, or all the members of the Board of Directors or such committee, as the case may be, consent thereto is filed in writing, and the writing or writings are filed with the minutes of proceeding the proceedings of the Board of Directors or of such the committee. Such consent shall have the same effect as a unanimous vote.

Appears in 2 contracts

Samples: Credit and Security Agreement (Neogenomics Inc), Revolving Credit and Security Agreement (Neogenomics Inc)

Action Without a Meeting. Any action required or ------------------------ permitted to be taken at any meeting of the Board of Directors Directors, or of any committee thereof thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding of the Board of Directors or of such committee.,

Appears in 2 contracts

Samples: Contribution Agreement (Orion Pictures Corp), Contribution Agreement (Actava Group Inc)

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board board of Directors or of any committee thereof directors may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, a consent thereto in writing, and setting forth the writing or writings are filed with the minutes of proceeding action so taken, shall be signed by all of the Board of Directors or of such committeedirectors entitled to vote with respect to the subject matter thereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Northwest Natural Gas Co), Agreement and Plan of Merger and Reorganization (Northwest Natural Gas Co)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of by the Board of Directors or of any committee thereof at a meeting may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, a consent thereto in writing, and setting forth the writing or writings are filed with the minutes of proceeding action so taken, shall be signed by all of the Board of Directors or of such committeedirectors.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (First Defiance Financial Corp), Preferred Stock Purchase Agreement (Iomed Inc)

Action Without a Meeting. Any action required or permitted to that may be taken at any a meeting of the Board of Directors directors or of any a committee thereof may be taken without a meeting if a consent in writing (including electronic transmission), setting forth the action taken, is signed by all of the directors or all of the members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding of the Board of Directors or of such committee.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Knight Transportation Inc), Agreement and Plan of Merger (SWIFT TRANSPORTATION Co)

Action Without a Meeting. Any To the extent permitted by applicable Law, 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 if all members of the Board of Directors or such committeeany committee designated by the Board, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding or proceedings of the Board of Directors or of such committeeany committee designated by the Board.

Appears in 2 contracts

Samples: Shareholders Agreement, Shareholders Agreement (Coca Cola Femsa Sab De Cv)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any meeting of any committee thereof a Committee of the Board of Directors may be taken without a meeting meeting, if written consents thereto are signed by all members of the Board of Directors or Committee and such committee, as the case may be, consent thereto in writing, and the writing or writings written consents are filed with the minutes of proceeding proceedings of the Board of Directors or of such committeeDirectors.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Covance Inc), Agreement and Plan of Merger (Parexel International Corp)

Action Without a Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, 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 if all members of the Board of Directors or such committee, as the case may be, any committee thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceeding of the Board of Directors or of such committee.

Appears in 2 contracts

Samples: Option Agreement (SoulCycle Inc.), Option Agreement (SoulCycle Inc.)

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 or of any committee thereof may be taken without a meeting if all members of the Board of Directors or such committeeany committee thereof, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding of the Board of Directors or of such committeeby electronic transmission.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sandridge Energy Inc), Agreement and Plan of Merger (Bonanza Creek Energy, Inc.)

Action Without a Meeting. Any action required or permitted by law or by the Certificate of Incorporation or the bylaws of the Corporation to be taken at any a meeting of the Board board of Directors directors or of any a committee thereof may be taken without a meeting meeting, without prior notice, and without a vote, if a written consent or consents, setting forth the action so taken, shall have been signed by all the members of the Board board of Directors directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding of the Board of Directors or of such committee.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Resources Offshore Inc), Agreement and Plan of Merger (Blue Dolphin Energy Co)

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 if all members a consent in writing, setting forth the action so taken, shall be signed by the Directors whose votes would be required to take action at a meeting of the Board of Directors or and such committee, as written consent shall be distributed to the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding of the entire Board of Directors or of such committeeat least twenty-four (24) hours prior to its effective time.

Appears in 2 contracts

Samples: Pattern Energy Group Inc., Pattern Energy Group 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 may be taken without a meeting or vote, upon the affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting, if a written consent setting forth the action taken is signed by all members of the Board of Directors or such committee, as the case may be, and such written consent thereto in writing, and the writing or writings consents are filed with the minutes of proceeding proceedings of the Board of Directors or of such committee. Such consents shall have the same effect as a meeting vote of the Board.

Appears in 2 contracts

Samples: Diagnostic Pathology Management Services Inc, Diagnostic Pathology Management Services Inc

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 a committee thereof may be taken without a meeting if all the members of the Board board or of Directors or such committee, as the case may be, consent thereto in writingwriting or by electronic means, and the such writing or writings are filed with the minutes of proceeding records of the Board meetings of Directors the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

Appears in 1 contract

Samples: Business Financing Agreement (Vapotherm Inc)

Action Without a Meeting. Any action required or permitted to be taken at any meeting by the board of the Board of Directors directors or of any committee thereof may be taken without a meeting if all members of the Board board of Directors directors or such committee, as the case may be, committee consent thereto in writing, writing to the adoption of a resolution authorizing the action. The resolution and the writing written consents thereto by the members of the board of directors or writings are committee shall be filed with the minutes of proceeding the proceedings of the Board board of Directors directors or of such committee.

Appears in 1 contract

Samples: Employment Agreement (Zevex International Inc)

Action Without a Meeting. Any action that is required to be or permitted to may be taken at any a meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto consents in writing, and setting forth the writing or writings action so taken, are filed with the minutes of proceeding signed by all of the Board of Directors or of such committeeDirectors. The consents shall have the same force and effect as a unanimous vote at a meeting duly held.

Appears in 1 contract

Samples: Operating Agreement (Tortoise Total Return Fund, LLC)

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 if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, writing and the writing or writings are filed with the minutes of proceeding proceedings of the Board of Directors or of such committee.

Appears in 1 contract

Samples: Security Agreement (Virbac Corp)

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board of Directors of the Corporation, or any action which may be taken at a meeting of any the directors or a committee thereof thereof, may be taken without a meeting if all a consent in writing, setting forth the action so to be taken, signed by a majority of the directors, or a majority of the members of the Board of Directors or such committee, as the case may be, consent thereto is filed in writing, and the writing or writings are filed with the minutes of proceeding the proceedings of the Board of Directors board or of such the committee. Such consent shall have the same effect as a majority vote.

Appears in 1 contract

Samples: Investors’ Rights Agreement (Accentia Biopharmaceuticals Inc)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors Directors, or of any committee thereof thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding the proceedings of the Board of Directors or of such committee.

Appears in 1 contract

Samples: Voting and Lock Up Agreement (Cempra, 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 may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, a writing or writings and the writing or writings are filed with the minutes of proceeding proceedings of the Board of Directors or of such committee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CALGON CARBON Corp)

Action Without a Meeting. Any action required or permitted to be taken by the Directors at any a meeting of the Board of Directors or of any committee thereof may be taken without such meeting by the written consent of a meeting if all members majority of the Board Directors then in office (or such higher number of Directors as is required to authorize or take such committeeaction under the terms of the Agreement, as the case these By-laws or applicable law). Any such written consent may be, be executed and given by telecopy or similar electronic means. Such written consent thereto in writing, and the writing or writings are shall be filed with the minutes of proceeding the proceedings of the Board of Directors or of such committeeDirectors.

Appears in 1 contract

Samples: Aerojet Ordnance Tennessee Inc

Action Without a Meeting. Any action required or permitted to be taken at any meeting by the Board, or by a committee of the Board of Directors or of any committee thereof Board, may be taken without a meeting if all members of the Board of Directors or such the committee, as the case may be, consent thereto in writing, writing to the adoption of a resolution authorizing the action. Any such resolution and the writing or writings are filed with written consents thereto by the minutes of proceeding members of the Board of Directors or committee shall be filed with the minutes of such the proceedings of the Board of Directors or committee.. Section 3.13

Appears in 1 contract

Samples: Employment Agreement (Brera Capital Partners Lp)

Action Without a Meeting. Any Unless otherwise restricted 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 directors or of any committee thereof may be taken without a meeting if all the members of the Board board or of Directors or such committee, as the case may be, consent thereto in writing, and the such writing or writings are filed with the minutes of proceeding records of the Board meetings of Directors the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

Appears in 1 contract

Samples: Share Purchase Agreement (Mascoma Corp)

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 if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, a writing or writings and the writing or writings are filed with the minutes of proceeding proceedings of the Board of Directors or of such committee.

Appears in 1 contract

Samples: 1998 Employee Incentive Plan

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 if a written consent to such action is signed by all members of the Board or of Directors or such committee, as the case may be, and such written consent thereto in writing, and the writing or writings are is filed with the minutes of proceeding proceedings of the Board of Directors or of such committee.. [MGCL Sec. 2-408(c)]

Appears in 1 contract

Samples: Scudder New Europe Fund Inc

Action Without a Meeting. Any action required or permitted to that may be taken at any a meeting of the Board of Directors directors, or of any committee thereof a committee, may be taken without a meeting if a consent in writing, setting forth the actions taken, shall be signed by all of the directors, or all of the members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding of the Board of Directors or of such committee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Elsinore Corp)

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Action Without a Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, 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 meeting, if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed accordance with the minutes of proceeding of the Board of Directors or of such committeeapplicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kraton Corp)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of by the Board of Directors or of any committee thereof at a meeting may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and . Such consent shall have the writing or writings are filed with the minutes of proceeding of the Board of Directors or of such committeesame effect as a unanimous vote.

Appears in 1 contract

Samples: First Amended Shareholders Agreement and Bylaws Of (Erxsys Inc)

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 directors may be taken without a meeting if a consent in writing or by electronic transmission, setting forth the action so taken, shall be signed by all members of the Board of Directors or such committee, as directors entitled to vote with respect to the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding of the Board of Directors or of such committeesubject matter thereof.

Appears in 1 contract

Samples: HF Foods Group 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 thereof) may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding of the Board of Directors or of such committeemeeting.

Appears in 1 contract

Samples: Limited Liability (Northern Tier Energy LLC)

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board board of Directors directors or of any committee thereof may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all members of the Board board of Directors directors or such of the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding or proceedings of the Board of Directors board or of such committee.

Appears in 1 contract

Samples: Plan of Merger (Edmonds 5 Inc.)

Action Without a Meeting. Any action required Notwithstanding Section 5.03, on any matter requiring an approval or permitted to be taken at any meeting consent of the Board of Directors under this Agreement or of the Act, the Board or any committee thereof may be taken take such action without a meeting meeting, without notice and without a vote if all members of the Board of Directors a consent or such committee, as the case may be, consent thereto consents in writing, and setting forth the writing or writings are filed with the minutes of proceeding action so taken, shall be signed by all of the Board Directors or, in the case of a committee, all of the Directors or who are members of such committee.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Comcast Corp)

Action Without a Meeting. Any Subject to the provisions of the 1940 Act, 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 if a written consent to such action is signed by all members of the Board or of Directors or such committee, as the case may be, and such written consent thereto in writing, and the writing or writings are is filed with the minutes of proceeding proceedings of the Board of Directors or of such committee...

Appears in 1 contract

Samples: Kemper New Europe Fund 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 may be taken without a meeting meeting, if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, writing and the such writing or writings are filed with the minutes of proceeding proceedings of the Board of Directors or of such the committee.

Appears in 1 contract

Samples: Interpublic Group of Companies, Inc.

Action Without a Meeting. Any action required or ------------------------ permitted to be taken at any meeting of by the Board of Directors Directors, or of any committee thereof thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, writing to the adoption of a resolution authorizing the action. The resolution and the writing written consents thereto by the members of the Board or writings are committee shall be filed with the minutes of proceeding proceedings of the Board of Directors or of such committee.

Appears in 1 contract

Samples: J Crew Group Inc

Action Without a Meeting. 3.10. Any action required or permitted to be taken at any a meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all of the directors or all of the members of the Board of Directors or such committee, as the case may be, consent thereto in writingthe manner provided in Section 141(f) of the DGCL, and the writing or writings are such consent is filed with the minutes of proceeding proceedings of the Board of Directors or committee as required or permitted by Section 141(f) of such committeethe DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (GCP Applied Technologies Inc.)

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board directors of Directors the Corporation, or any action which may be taken at a meeting of any the directors or a committee thereof thereof, may be taken without a meeting if a consent in writing, setting forth the action to be taken, signed by all of the directors, or all the members of the Board of Directors or such committee, as the case may be, consent thereto is filed in writing, and the writing or writings are filed with the minutes of proceeding the proceedings of the Board of Directors or of the committee. Such consent shall have the same effect as a unanimous vote and may be described as such committeein any document.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Nexgen Vision Inc)

Action Without a Meeting. Any action required or permitted to which may be taken at any meeting of the Board of by Directors or of any committee thereof under this Agreement may be taken without a meeting if all members of the Board or of Directors or such committeea committee of the Board, as the case may be, consent thereto in writing, writing and the writing or writings are filed with the minutes of proceeding proceedings of the Board of Directors or of such committee.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Instinet Group LLC)

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board of Directors (including amendment of these bylaws) or of any committee thereof may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of Directors the Board or such committee, of the committee as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding of the Board of Directors or of such committee.

Appears in 1 contract

Samples: cdnsm5-ss5.sharpschool.com

Action Without a Meeting. Any action required or permitted to be taken at any meeting of by the Board of Directors or of any by a committee thereof may be taken without a meeting if if, prior to such action, all of the members of the Board of Directors or such committee, as committee consent in writing to a resolution authorizing the case action. Such written consents may be, consent thereto be executed in writingcounterparts, and the writing or writings are shall be filed with the minutes of proceeding of the Board of Directors or of such committeeCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fohp Inc)

Action Without a Meeting. Any action required or permitted by law to be taken at any a meeting of the Board of Directors or Executive Committee of any committee thereof the Directors of the Corporation may be taken without a meeting or by telephone if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors or members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding of the Board of Directors or of such committeeExecutive Committee.

Appears in 1 contract

Samples: Security Agreement (Virbac Corp)

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board directors of Directors the Corporation, or any action which may be taken at a meeting of any committee thereof the directors, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, a consent thereto in writing, and setting forth the writing or writings are action to be taken, signed by all of the directors, is filed with in the minutes of proceeding the proceedings of the Board of Directors or of such committeeBoard. Such consent shall have the same effect as a unanimous vote.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Nexgen Vision Inc)

Action Without a Meeting. Any action required or permitted to ------------------------------------ be taken by the board of directors at any a meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, a consent thereto in writing, and setting forth the writing or writings are filed with the minutes of proceeding action so taken, shall be signed by all of the Board of Directors or of such committeedirectors.

Appears in 1 contract

Samples: First Lincoln Bancshares Inc

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board directors or a committee of Directors or of any committee thereof directors may be taken without a meeting meeting, without prior notice and without a vote, if all members of the Board of Directors directors or such committeecommittee members entitled to vote on it consent to it in writing or, as to the case may beextent permitted by law, consent thereto in writing, and the writing or writings are by electronic transmission. Such consents shall be filed with the minutes of proceeding the proceedings of the Board of Directors or of such committee., as applicable. 5.12

Appears in 1 contract

Samples: ITC Holdings Corp.

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 if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding or proceedings of the Board of Directors or of such committee, whether done before or after the action so taken.

Appears in 1 contract

Samples: Agreement Agreement (Columbia Laboratories 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 if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding or proceedings of the Board of Directors or of such committee, whether done before or after the action so taken.

Appears in 1 contract

Samples: Agreement (Knott David M)

Action Without a Meeting. Any Notwithstanding any other provision of this Agreement, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof of the Board of Directors, if there be any, may be taken without a meeting if all members of the Board of Directors or such the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding proceedings of the Board of Directors or of such the committee.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Idearc Media Sales - West Inc)

Action Without a Meeting. Any Subject to the provisions of the 1940 Act, 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 if a written consent to such action is signed by all members of the Board or of Directors or such committee, as the case may be, and such written consent thereto in writing, and the writing or writings are is filed with the minutes of proceeding proceedings of the Board of Directors or of such committee.

Appears in 1 contract

Samples: Scudder New Europe Fund Inc

Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board directors of Directors the Corporation, or any action which may be taken at a meeting of any the directors or a committee thereof thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the directors or all the members of the Board of Directors or such committee, as the case may be, consent thereto is filed in writing, and the writing or writings are filed with the minutes of proceeding the proceedings of the Board of Directors or of such the committee. Such consent shall have the same effect as a unanimous vote.

Appears in 1 contract

Samples: Share Purchase and Sale Agreement (Dragon's Lair Holdings, Inc.)

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 a committee thereof may be taken without a meeting if all the members of the Board board or of Directors or such committee, as the case may be, consent thereto in writingwriting or by electronic transmission, and the such writing or writings or electronic transmission or transmissions are filed with the minutes of proceeding records of the Board meetings of Directors the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

Appears in 1 contract

Samples: Ims Health Incorporated (Ims Health 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 may be taken without a meeting if all members of the Board of current Directors or such committee, as consent in writing to the case may be, action. The written consent thereto in writing, and the writing or writings are is then filed with the minutes of proceeding the next regular meeting and is treated as a vote of the Board of Directors or of such committeeall purposes.

Appears in 1 contract

Samples: Operating Agreement

Action Without a Meeting. Any Unless otherwise restricted by the ------------------------ Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any a meeting of the Board of Directors Directors, or of any committee thereof thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members of the Board of Directors Directors, or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding of the Board of Directors or of such committeeSecretary.

Appears in 1 contract

Samples: Plan and Agreement (Houston American Energy Corp)

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 meeting, if all written consents thereto are signed by a majority of the members of the Board committee unless the consent of Directors or a larger number is required pursuant to applicable law in which case the consents of such committee, as the case may be, consent thereto in writingnumber shall be required, and the writing or writings such written consents are filed with the minutes of proceeding proceedings of the Board of Directors Managers or of such the committee.

Appears in 1 contract

Samples: Stein Roe Floating Rate Limited Liability Co

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 if all members of the Board of Directors or such committeeof any committee thereof, as the case may be, consent thereto in writing, writing and the writing or writings such written consents are filed with the minutes of proceeding proceedings of the Board of Directors or of such the committee, as the case may be.

Appears in 1 contract

Samples: Empire State Municipal Exempt Trust Guaranteed Series 165

Action Without a Meeting. Any action required or permitted to be taken at any meeting by the Board of Directors, or by a committee of the Board of Directors or of any committee thereof Directors, may be taken without a meeting if all members of the Board of Directors or such the committee, as the case may be, consent thereto in writing, writing to the adoption of a resolution authorizing the action. Any such resolution and the writing or writings are filed with written consents thereto by the minutes of proceeding members of the Board of Directors or committee shall be filed with the minutes of such the proceedings of the Board of Directors or committee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nouveau International Inc)

Action Without a Meeting. Any action required or permitted to be taken pursuant to authorization voted at any a meeting of the Board of Directors or of any committee thereof may be taken without a meeting if if, prior or subsequent to such action, all members of the Board of Directors or such committee, as the case may be, directors consent thereto in writing. Such written consents may be executed in counterparts, and the writing or writings are shall be filed with the minutes of proceeding of the Board of Directors or of such committeeCorporation.

Appears in 1 contract

Samples: Merger Agreement (M2 nGage Group, Inc.)

Action Without a Meeting. Any action required or permitted to be taken by the Directors at any a meeting of the Board of Directors or of any committee thereof may be taken without such meeting by the written consent of a meeting if all members majority of the Board Directors then in office (or such higher number of Directors as is required to authorize or take such committeeaction under the terms of the Agreement, as the case these By-laws or applicable law). Any such written consent may be, be executed and given by telecopy or similar electronic means. Such written consent thereto in writing, and the writing or writings are shall be filed with the minutes of the proceeding of the Board of Directors or of such committeeDirectors.

Appears in 1 contract

Samples: Aerojet Ordnance Tennessee Inc

Action Without a Meeting. Any Unless otherwise restricted by the Charter or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors Directors, or of any committee thereof thereof, may be taken without a meeting if all members of the Board or all regular members of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceeding proceedings of the Board of Directors or of such committee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sun Life Insurance & Annuity Co of New York)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of by the Board of Directors or of any committee thereof may be taken without a meeting meeting, if all members a majority of the Board of Directors shall individually or collectively consent in writing to such committee, as the case may be, action. Such written consent thereto in writing, and the writing or writings are consents shall be filed with the minutes of proceeding the proceedings of the Board Directors. Such action by written consent shall have the same force and effect as a vote of a majority of the Directors or of such committeeat a meeting at which a quorum is present.

Appears in 1 contract

Samples: License Agreement (Simpson Manufacturing Co Inc /Ca/)

Action Without a Meeting. Any action which is required or permitted to be taken at any a meeting of the Board of Directors directors, or of any committee thereof of the directors, may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, are signed by all of the members of the Board board or of Directors or such committee, the committee as the case may be. The consents shall be filed in the corporate records. Action taken is effective when all directors or committee members have signed the consent, unless the consent thereto in writing, specifies a different effective date. Such consent has the same force and the writing or writings are filed with the minutes of proceeding effect as an unanimous vote of the Board of Directors directors or of committee members and may be stated as such committeein any document.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mediacom Communications Corp)

Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors Directors, or of any committee thereof thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed in the minute books with the minutes of proceeding the proceedings of the Board of Directors or of such committee.

Appears in 1 contract

Samples: Shareholders Agreement (Paging Network Do Brazil Sa)

Action Without a Meeting. Any action required or permitted to be taken at by the Board of Directors, or any meeting committee of the Board of Directors or of any committee thereof Directors, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, committee consent thereto in writing, writing to the adoption of a resolution authorizing the action. The resolution and the writing or writings are written consents thereto shall be filed with the minutes of proceeding the proceedings of the Board of Directors or of such the applicable committee.

Appears in 1 contract

Samples: Agreement and Plan of Merger

Action Without a Meeting. Any action required which may be authorized or permitted to be taken at any a meeting of the Board of Directors or of any committee thereof may be authorized or taken without a meeting if all members of with the Board of Directors affirmative vote or such committee, as the case may be, consent thereto in writingapproval of, and the in a writing or writings are signed by, all of the Directors, which writing or writings shall be filed with or entered upon the minutes of proceeding records of the Board of Directors or of such committeeCorporation.

Appears in 1 contract

Samples: Agreement of Merger (Lincoln Electric Co)

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