Common use of Action Without a Meeting Clause in Contracts

Action Without a Meeting. Action required or permitted to be taken at a meeting of the Members may be taken by written consent in lieu of a meeting. Action by Written Consent need not be unanimous but is sufficient if signed by members having the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all interests in the Company entitled to vote thereon were present and voted. Such action by written consent in lieu of a meeting shall be delivered to the Managers of the Company for filing with the Company records or as otherwise permitted by law.

Appears in 29 contracts

Samples: Limited Liability Company Agreement (CBL/Regency I, LLC), Limited Liability Company Agreement (CBL/Regency I, LLC), Limited Liability Company Agreement (CBL/Regency I, LLC)

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Action Without a Meeting. Action required or permitted to be taken at a meeting of the Members may be taken by written consent in lieu of a meeting. Action by Written Consent need not , without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be unanimous but is sufficient if signed by members the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all interests in the Company members entitled to vote thereon were present and voted. Such action by written consent in lieu of a meeting shall be delivered to the Managers of the Company for filing with the Company records or as otherwise permitted by law.

Appears in 15 contracts

Samples: Limited Liability Company Agreement (CBL/Regency I, LLC), Limited Liability Company Agreement (CBL/Regency I, LLC), Limited Liability Company Agreement (CBL/Regency I, LLC)

Action Without a Meeting. Action required or permitted to be taken at a meeting of the Members may be taken by written consent in lieu of a meeting. Action by Written Consent need not , without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be unanimous but is sufficient if signed by members the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all interests in the Company members entitled to vote thereon were present and voted. Such action by written consent in lieu of a meeting shall be delivered to the Board of Managers of the Company for filing with the Company records or as otherwise permitted by law.

Appears in 14 contracts

Samples: Limited Liability Company Agreement (CBL/Regency I, LLC), Limited Liability Company Agreement (CBL/Regency I, LLC), Limited Liability Company Agreement (CBL/Regency I, LLC)

Action Without a Meeting. Action Any action required or permitted to be taken at a meeting of the Members Member may be taken without a meeting. The action must be evidenced by a written consent describing the action taken, signed and dated by the Member, and delivered to the Company for inclusion in the minute book of the Company. Action taken by written consent in lieu of a meeting. Action by Written Consent need not be unanimous but is sufficient if signed by members having the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all interests in the Company entitled to vote thereon were present and voted. Such action by written consent in lieu of a meeting shall be delivered to effective when the Managers of Member has signed the Company for filing with consent, unless the Company records or as otherwise permitted by lawconsent specifies a different effective date.

Appears in 9 contracts

Samples: Limited Liability Company Operating Agreement (Physician Sales & Service, Inc.), Limited Liability Company Operating Agreement (Physician Sales & Service, Inc.), Limited Liability Company Operating Agreement (Physician Sales & Service, Inc.)

Action Without a Meeting. Action There is no requirement that the Members --------------------------- hold a meeting in order to take action on any matter. Any action required or permitted to be taken at a meeting of by the Members may be taken by without a meeting if one or more written consent in lieu of a meeting. Action by Written Consent need not consents to such action shall be unanimous but is sufficient if signed by members having Members holding all of the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all interests Membership Interests in the Company entitled to vote thereon were present and votedCompany. Such action by written consent in lieu of a meeting consents shall be delivered to the Managers at the principal office of the Company for filing with and unless otherwise specified shall be effective on the Company records or as otherwise permitted date when the first consent is so delivered. The Managers shall give prompt notice to all Members who did not consent to any action taken by lawwritten consent of Members without a meeting.

Appears in 6 contracts

Samples: Operating and Joint Venture Agreement (Afg Investment Trust C), Operating and Joint Venture Agreement (Afg Investment Trust D), Operating and Joint Venture Agreement (Semele Group Inc)

Action Without a Meeting. Action Any action required or permitted to be taken at by the Board or a meeting of the Members committee thereof may be taken by without a meeting if all members shall individually or collectively consent in writing to such action. Such written consent in lieu of a meeting. Action by Written Consent need not shall be unanimous but is sufficient if signed by members having the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all interests filed in the Company entitled to minutes of the proceedings of the Board or committee and shall have the same effect as a unanimous vote thereon were present in favor of the action consented to. [***] Certain information in this document has been omitted and votedfiled separately with the Securities and Exchange Commission. Such action by written consent in lieu of a meeting shall be delivered Confidential treatment has been requested with respect to the Managers of the Company for filing with the Company records or as otherwise permitted by lawomitted portions.

Appears in 6 contracts

Samples: Standard Exclusive License Agreement (ViewRay, Inc.), Standard Exclusive License Agreement (ViewRay, Inc.), Standard Exclusive License Agreement (ViewRay, Inc.)

Action Without a Meeting. Action required or permitted to Any action that may be taken at a any meeting of the Members Managers may be taken by written consent in lieu of without a meeting. Action by Written Consent need not , without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be unanimous but is sufficient if signed by members having the Managers holding at least the minimum number percentage of the aggregate votes entitled to be cast that would be necessary to authorize or take such action at a meeting at which all interests in the Company Managers entitled to vote thereon on the action were present and voted. Such Prompt notice of the taking of any action by Managers without a meeting by less than unanimous written consent in lieu of a meeting shall be delivered given to those Managers who did not consent in writing to the Managers of the Company for filing with the Company records or as otherwise permitted by lawaction.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (GoPetro Transport LLC), Limited Liability Company Agreement (GoPetro Transport LLC), Limited Liability Company Agreement (GoPetro Transport LLC)

Action Without a Meeting. Action required or permitted to be taken at a meeting of the Members may be taken by written consent in lieu of a meeting. Action by Written Consent need not be unanimous but is sufficient if signed by members Members having the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all interests in the Company entitled to vote thereon were present and voted. Such action by written consent in lieu of a meeting shall be delivered to the Managers of the Company for filing with the Company records or as otherwise permitted by law.

Appears in 4 contracts

Samples: Operating Agreement (CBL/Regency I, LLC), Limited Liability Company Agreement (CBL/Regency I, LLC), Limited Liability Company Agreement (CBL/Regency I, LLC)

Action Without a Meeting. Action There is no requirement that the Members hold a meeting in order to take action on any matter. Any action required or permitted to be taken at a meeting of by the Members may be taken by without a meeting if one or more written consent in lieu of a meeting. Action by Written Consent need not consents to such action shall be unanimous but is sufficient if signed by members having Members who hold the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all interests Membership Interests in the Company entitled required to vote thereon were present and votedapprove the action being taken. Such action by written consent in lieu of a meeting consents shall be delivered to the Managers at the principal office of the Company for filing with and unless otherwise specified shall be effective on the Company records or as otherwise permitted date when the first consent is so delivered. The Managers shall give prompt notice to all Members who did not consent to any action taken by lawwritten consent of Members without a meeting.

Appears in 3 contracts

Samples: Operating Agreement (Keyspan Corp), Operating Agreement (Keyspan Corp), Operating Agreement (Keyspan Corp)

Action Without a Meeting. Action Any action required or permitted by law to be taken at a any meeting of the Members may be taken by written without a meeting and without a vote, if a consent in lieu of a meeting. Action by Written Consent need not writing, setting forth the action so taken, shall be unanimous but is sufficient if signed by members the holders of outstanding Capital Shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all interests in the Company entitled to vote thereon outstanding Capital Shares were present and voted. Such Prompt written notice of the taking of the action without a meeting by less than unanimous written consent in lieu of a meeting shall be delivered given to the Managers those holders of the Company for filing with the Company records or as otherwise permitted by lawoutstanding Capital Shares who have not consented in writing.

Appears in 2 contracts

Samples: Operating Agreement (Day One Biopharmaceuticals Holding Co LLC), Operating Agreement (Day One Biopharmaceuticals Holding Co LLC)

Action Without a Meeting. Action Any action required or permitted to be taken at a any meeting of the Members may be taken by without a meeting if one or more written consent in lieu of a meeting. Action by Written Consent need not consents to such action shall be unanimous but is sufficient if signed by members having the minimum number holders of votes that would be necessary the amount of Membership Interests required to authorize or take such approve the action at a meeting at which all interests in the Company entitled to vote thereon were present and votedbeing taken. Such action by written consent in lieu of a meeting consents shall be delivered to the Managers Manager at the primary address or then principal office of the Company for filing with and, unless otherwise specified, shall be effective on the Company records or as otherwise permitted date when the first consent is so delivered. The Manager shall give prompt notice to all Members who did not consent to any action taken by lawwritten consent of Members without a meeting.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Ridgewood Electric Power Trust Iv), Limited Liability Company Agreement (Ridgewood Electric Power Trust Iii)

Action Without a Meeting. Action Any action required or permitted to be taken at by the Board or a meeting of the Members committee thereof may be taken by without a meeting if all members shall individually or collectively consent in writing to [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. such action. Such written consent in lieu of a meeting. Action by Written Consent need not shall be unanimous but is sufficient if signed by members having the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all interests filed in the Company entitled to vote thereon were present and voted. Such action by written consent in lieu of a meeting shall be delivered to the Managers minutes of the Company for filing with proceedings of the Company records Board or committee and shall have the same effect as otherwise permitted by lawa unanimous vote in favor of the action consented to.

Appears in 2 contracts

Samples: Standard Exclusive License Agreement, Standard Exclusive License Agreement (Viewray Inc)

Action Without a Meeting. Action required or permitted to be taken at a meeting of the Members may be taken by written consent in lieu of a meeting. Action by Written Consent need not be unanimous but is sufficient if signed by members having the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all interests in the Company entitled to vote thereon were present and voted. Such action by written consent in lieu of a meeting shall be delivered to the Board of Managers of the Company for filing with the Company records or as otherwise permitted by law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (CBL & Associates Limited Partnership)

Action Without a Meeting. Action Whenever, under this Agreement, Members are required or permitted to be taken take any action at a meeting of the Members meeting, such action may be taken by without a meeting, without prior notice and without a vote if a written consent in lieu of a meeting. Action by Written Consent need not setting forth the action taken shall be unanimous but is sufficient if signed by members having Members entitled to vote on such action holding the minimum number percentage of votes that would be Membership Interests necessary to authorize or take such action at a meeting at which a Majority-in-Interest of Members was present and voting; provided, however, that such written consent must be delivered to all interests in the Company Members entitled to vote thereon were present and voted. Such on such action by who did not sign such written consent in lieu of a meeting shall be delivered to the Managers of the Company for filing with the Company records or as otherwise permitted by lawwithin five (5) business days following such consent.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Starboard Resources, Inc.)

Action Without a Meeting. Action Any action required or permitted to ------------------------ be taken by the Managers, or by a committee thereof, at a meeting of the Members may be taken without a meeting if one or more written consents describing the action shall be signed by written all of the Managers or by all of the members of the committee, as the case may be. Such consent shall be effective when the last Manager signs it, unless a different effective date is specified in lieu of the consent, and shall have the same effect as a unanimous vote at a meeting. Action by Written Consent need not be unanimous but is sufficient if signed by members having the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all interests in the Company entitled to vote thereon were present and voted. Such action by written consent in lieu of a meeting shall be delivered to filed with the Managers records of the Company for filing with the Company records or as otherwise permitted by lawCompany.

Appears in 1 contract

Samples: Asset Contribution Agreement (Unified Financial Services Inc)

Action Without a Meeting. Action required or permitted to be taken at a meeting of the Members may be taken by written consent in lieu of a meeting. Action by Written Consent need not be unanimous but is sufficient if signed by members Members having the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all interests in the Company entitled to vote thereon were present and voted. Such action by written consent in lieu of a meeting shall be delivered to the Managers of the Company for filing with the die Company records or as otherwise permitted by law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (CBL & Associates Limited Partnership)

Action Without a Meeting. Action required or permitted to be taken at a meeting of the Members may be taken by written consent in lieu of a meeting. Action by Written Consent need not , without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be unanimous but is sufficient if signed by members the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all interests in the Company members entitled to vote thereon were present and voted. Such action by written consent in lieu of a meeting shall be delivered to the Managers Manager of the Company for filing with the Company records or as otherwise permitted by law.

Appears in 1 contract

Samples: Operating Agreement (Comstock Holding Companies, Inc.)

Action Without a Meeting. Action required or permitted to be taken at a meeting of the Members may be taken by written consent in lieu of a meeting. Action by Written Consent need not be unanimous but is sufficient if signed by members having the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all interests in the Company entitled to 10 vote thereon were present and voted. Such action by written consent in lieu of a meeting shall be delivered to the Managers of the Company for filing tiling with the Company records or as otherwise permitted by law.

Appears in 1 contract

Samples: Operating Agreement (CBL/Regency I, LLC)

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Action Without a Meeting. Action There is no requirement that the Members hold a meeting in order to take action on any matter. Any action required or permitted to be taken at a meeting of by the Members may be taken by without a meeting if one or more written consent in lieu of a meeting. Action by Written Consent need not consents to such action shall be unanimous but is sufficient if signed by members having Members who hold the minimum number of votes that would be necessary to authorize Shares or take such action at a meeting at which all interests other interest in the Company entitled required to vote thereon were present and votedapprove the action being taken. Such action by written consent in lieu of a meeting consents shall be delivered to the Managers Manager at the principal office of the Company for filing with and unless otherwise specified shall be effective on the Company records or as otherwise permitted date when the first consent is so delivered. The Manager shall give prompt notice to all Members who did not consent to any action taken by lawwritten consent of Members without a meeting.

Appears in 1 contract

Samples: Operating Agreement

Action Without a Meeting. Action Any action required or permitted to be taken at a any meeting of the Members may be taken by written without a meeting, without prior Notice and without a vote, if a consent in lieu of a meeting. Action by Written Consent need not be unanimous but writing setting forth the action so taken is sufficient if signed by members having all the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all interests in Members, and filed with the Company entitled to vote thereon were present and votedCompany. Such action consent may be executed by written consent facsimile or other agreed electronic means and may be executed in lieu of a meeting shall be delivered to the Managers of the Company for filing with the Company records or as otherwise permitted by lawcounterparts.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Lone Star Technologies Inc)

Action Without a Meeting. Action Any action required or permitted to be taken at a any annual or special meeting of the Members Members, including determinations and consents under this Agreement, may be taken by written consent in lieu of without a meeting. Action by Written Consent need not , without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be unanimous but is sufficient if signed by members having the minimum number of votes that Members whose affirmative vote would otherwise be necessary to authorize or take required for such action at a meeting hereunder at which all interests in the Company Members entitled to vote thereon were present present, provided same shall have been delivered to the Company within 60 days and votedall non-consenting Members shall have been advised of such action, as required by the Act. Such action Action by written consent in lieu of a meeting shall be delivered to constitute the Managers act of the Company for filing with the Company records or as otherwise permitted by lawMembers.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Vegeterian Times Inc)

Action Without a Meeting. Action There is no requirement that the Members hold a meeting in order to take action on any matter. Any action required or permitted to be taken at a meeting of by the Members may be taken by without a meeting if one or more written consent in lieu of a meeting. Action by Written Consent need not consents to such action shall be unanimous but is sufficient if signed by members having Members holding a majority of the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all interests in the Company entitled to vote thereon were present and votedVoting Membership Interests. Such action by written consent in lieu of a meeting consents shall be delivered to the Managers at the principal office of the Company for filing with and unless otherwise specified shall be effective on the Company records or as otherwise permitted date when the first consent is so delivered. The Managers shall give prompt notice to all Voting Members who did not consent to any action taken by lawwritten consent of Members without a meeting.

Appears in 1 contract

Samples: Exchange Agreement (Banyan Strategic Land Fund Ii)

Action Without a Meeting. Action There is no requirement that the Members hold a meeting in order to take action on any matter or that meetings be held annually or at all. Any action required or permitted to be taken at a meeting of by the Members may be taken by without a meeting if one or more written consent in lieu of a meeting. Action by Written Consent need not consents to such action shall be unanimous but is sufficient if signed by members having the minimum number holders of votes that would be necessary the amount of Membership Interests required to authorize or take such approve the action at a meeting at which all interests in the Company entitled to vote thereon were present and votedbeing taken. Such action by written consent in lieu of a meeting consents shall be delivered to the Managers at the principal office of the Company for filing with LLC and, unless otherwise specified, shall be effective on the Company records or as otherwise permitted by lawdate when the first consent is so delivered.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Boston Properties Inc)

Action Without a Meeting. Action required or permitted to be taken at a meeting of the Members may be taken by written consent in lieu of a meeting. Action by Written Consent consent need not be unanimous but is sufficient if signed by members having the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all interests in the Company entitled to vote thereon were present and voted. Such action by written consent in lieu of a meeting shall be delivered to the Managers of the Company for filing with the Company records or as otherwise permitted by law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (CBL & Associates Limited Partnership)

Action Without a Meeting. Action required or permitted to be taken at There is no requirement that the Members hold a meeting in order to take action on any matter. The taking of the Members may an action without a meeting shall be taken evidenced by one or more written consent in lieu of a meeting. Action by Written Consent need not be unanimous but is sufficient if consents to such action that have been signed by members having Members who hold the minimum number requisite percentage of votes that would be necessary to authorize Units or take such action at a meeting at which all interests other interest in the Company entitled required to vote thereon were present and votedapprove the action being taken. Such action by written consent in lieu of a meeting consents shall be delivered to the Managers Directors at the principal office of the Company for filing with and, unless otherwise specified, shall be effective as of the Company records or as otherwise permitted date specified in such written consent. The Directors shall give prompt notice to all Members who did not consent to any action taken by lawwritten consent of Members without a meeting.

Appears in 1 contract

Samples: Operating Agreement (Harbor Global Co LTD)

Action Without a Meeting. Action required or permitted to be taken at a meeting of the Members may be taken by written consent in lieu of a meeting. Action by Written Consent need not , without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be unanimous but is sufficient if signed by members the Members having not less than the minimum rninimum number of votes that would be necessary to authorize or take such action at a meeting at which all interests in the Company members entitled to vote thereon were present and voted. Such action by written consent in lieu of a meeting shall be delivered to the Board of Managers of the Company for filing with the Company records or as otherwise permitted by law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (CBL & Associates Limited Partnership)

Action Without a Meeting. Action required or permitted to be taken at a meeting of the Members may be taken by written consent in lieu of a meeting. Action by Written Consent need not be unanimous but is sufficient if signed by members Members having the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all interests in the Company entitled to vote thereon were present and voted. Such action by written consent in lieu of a meeting shall be meeting_shall he delivered to the Managers of the Company for filing with the Company records or as otherwise permitted by law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (CBL & Associates Limited Partnership)

Action Without a Meeting. Action required or permitted to be taken at a meeting of the Members may be taken by written consent in lieu of a meeting. Action by Written Consent need not be unanimous but is sufficient if signed by members Members having the minimum number of votes that would be necessary to authorize or take such action at a meeting at al which all interests in the Company entitled to vote thereon were present and voted. Such action by written consent in lieu of a meeting shall meelingshall be delivered to the Managers of the Company for filing with the Company records or as otherwise permitted by law.

Appears in 1 contract

Samples: Operating Agreement (CBL & Associates Limited Partnership)

Action Without a Meeting. Action required or permitted to be taken at a meeting of the Members may be taken by written consent in lieu of a meeting. Action by Written Consent need not be unanimous but is sufficient if signed by members having the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all interests in the Company entitled to vote thereon were present and voted. Such action by written consent in lieu of a meeting shall meeting_shall be delivered to the Managers of the Company for filing with the Company records or as otherwise permitted by law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (CBL & Associates Limited Partnership)

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