Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all of the members of the Board of Directors or the committee. The written consent may be signed in counterparts and must be filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Contango Oil & Gas Co), Distribution Agreement (LTC Properties Inc), Distribution Agreement (LTC Healthcare Inc)
Action Without Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at a any meeting of the Board of Directors Directors, or of a any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting ifmeeting, before or after the action, if a written consent thereto is signed by all of the members of the Board of Directors or of such committee, as the committee. The case may be, and such written consent may be signed in counterparts and must be is filed with the minutes of the proceedings of the Board of Directors or such committee.
Appears in 7 contracts
Samples: Master Transaction Agreement (RTI Surgical Holdings, Inc.), Master Transaction Agreement (Rti Surgical, Inc.), Agreement and Plan of Merger (Regeneration Technologies Inc)
Action Without Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at a any meeting of the Board of Directors or of a any committee thereof may be taken without a meeting ifmeeting, before or after the action, a written consent thereto is signed by if all of the members of the Board of Directors or committee, as the committee. The written case may be, consent may be signed thereto in counterparts writing, and must be such writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 6 contracts
Samples: Proposed Merger Agreement, Agreement and Plan of Merger (Sand Hill It Security Acquisition Corp), Stock Purchase Agreement (Lightspan Partnership Inc)
Action Without Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at a any meeting of the Board of Directors or of a any committee thereof may be taken without a meeting ifmeeting, before or after the action, a written consent thereto is signed by if all of the members of the Board of Directors or committee, as the committee. The written case may be, consent may be signed thereto in counterparts writing, and must be the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Smart & Final Stores, Inc.), Agreement and Plan of Merger (LogMeIn, Inc.), Purchase and Sale Agreement and Plan of Reorganization (International Medical Staffing)
Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board of Directors or of a any committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by if all of the members of the Board or of Directors such committee, as the case may be, consent thereto in writing, and the writing or the committee. The written consent may be signed in counterparts and must be writings are filed with the minutes of the proceedings of the Board or of Directors or such committee. SECTION 19.
Appears in 4 contracts
Samples: Honeywell Inc, Honeywell Inc, Honeywell Inc
Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board of Directors or of a committee thereof Trustees may be taken without a meeting ifmeeting, before or after the action, provided prior to such action a written consent thereto is signed by all of the members a majority of the Board of Directors or Trustees, and provided, further, at least a majority of the committeeconsenting Trustees are Independent Trustees. The Any such written consent may be signed in counterparts and must shall be filed with the minutes of the proceedings of the Board of Directors or committeeTrustees.
Appears in 4 contracts
Samples: Agreement and Declaration (United Mortgage Trust), Agreement and Declaration (United Mortgage Trust), Agreement and Declaration of Trust (United Mortgage Trust)
Action Without Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at a any meeting of the Board of Directors or of a any committee thereof may be taken without a meeting ifmeeting, before or after the action, a written consent thereto is signed by if all of the members of the Board of Directors or committee, as the committeecase may be, consent thereto in writing or by electronic transmission. The written consent may be signed in counterparts and must or consents shall be filed with the minutes of the proceedings of the Board of Directors or committee, in the same paper or electronic form as the minutes are maintained.
Appears in 3 contracts
Samples: Business Combination Agreement and Plan of Reorganization (Novus Capital Corp), Support Agreement (Health Sciences Acquisitions Corp 2), Subscription Agreement (LGL Systems Acquisition Corp.)
Action Without Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at a any meeting of the Board of Directors or of a any committee thereof may be taken without a meeting ifmeeting, before or after the action, a written consent thereto is signed by if all of the members of the Board of Directors or committee, as the committeecase may be, consent thereto in writing or by electronic transmission. The written consent may be signed in counterparts and must or consents shall be filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Marquee Raine Acquisition Corp.), Registration Rights Agreement (GX Acquisition Corp.)
Action Without Meeting. Any Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a any meeting of the Board of Directors Directors, or of a any committee thereof as provided in Article 4 of these Bylaws, may be taken without a meeting ifmeeting, before or after the action, if a written consent thereto is signed by all of the members of the Board of Directors or of such committee, as the committeecase may be. The written Evidence of any consent to action under this Section 3.8 may be signed provided in counterparts and must be filed with the minutes of the proceedings of the Board of Directors writing, including electronically via email or committeefacsimile.
Appears in 2 contracts
Samples: Assignment and Assumption Agreement (Photomedex Inc), Assignment and Assumption Agreement (First Capital Real Estate Trust Inc)
Action Without Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at a any meeting of the Board of Directors or of a any committee thereof may be taken without a meeting ifmeeting, before or after the action, a written consent thereto is signed by if all of the members of the Board of Directors or committee, as the committee. The written case may be, consent may be signed thereto in counterparts writing, and must be the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tenneco Inc), Stock Purchase Agreement (Conatus Pharmaceuticals Inc)
Action Without Meeting. Any Unless otherwise specifically prohibited by the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at a any meeting of the Board of Directors or of a any committee thereof may be taken without a meeting ifmeeting, before or after the action, a written consent thereto is signed by if all of the members of the Board of Directors or such committee, as the committee. The written case may be, execute a consent may be signed thereto in counterparts writing setting forth the action so taken, and must be the writing or writings are filed with the minutes of the proceedings of the Board of Directors or such committee.
Appears in 2 contracts
Samples: Combination Agreement (Burlington Northern Santa Fe Corp), Rights Agreement (Burlington Northern Santa Fe Corp)
Action Without Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at a any meeting of the Board of Directors or of a any committee thereof may be taken without a meeting ifmeeting, before or after the action, a written consent thereto is signed by if all of the members of the Board of Directors or committee, as the committee. The written case may be, consent may be signed thereto in counterparts writing, and must be the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amc Entertainment Holdings, Inc.), Agreement and Plan of Merger (Amc Entertainment Inc)
Action Without Meeting. Any action required or permitted to be taken at a meeting of by the Board of Directors or of a committee thereof may be taken without a meeting ifmeeting, before or after the action, a written consent thereto is signed by if all of the members of the Board of Directors individually or the collectively consent in writing to such action. In addition, all directors (including those who are not members of a particular committee. The written consent may ) shall receive notice of, and shall be signed in counterparts and must be filed with the minutes entitled to attend, all meetings of the proceedings any committee of the Board of Directors or committeeDirectors. Only those directors who are members of a particular committee shall be entitled to vote at meetings thereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Hexcel Corp /De/), Stock Purchase Agreement (Hexcel Corp /De/)
Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board board of Directors directors or of a any committee thereof may be taken without a meeting ifmeeting, before or after if prior to the action, action a written consent thereto is signed by all of the members of the Board board of Directors directors or of such committee, as the committee. The case may be, and such written consent may be signed in counterparts and must be is filed with the minutes of the proceedings of the Board board of Directors directors or such committee.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apache Corp), Agreement and Plan of Merger (APA Corp)
Action Without Meeting. Any Unless otherwise provided in the articles of incorporation, any action required or permitted to be taken at a any meeting of the Board board of Directors directors or of a any committee thereof may be taken without a meeting if, before or after the action, if a written consent thereto to such action is signed by all of the members of the Board board or of Directors or such committee as the committee. The case may be, and such written consent may be signed in counterparts and must be is filed with the minutes of the proceedings of the Board of Directors board or committee.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jefferson Pilot Corp), Agreement and Plan of Merger (Lincoln National Corp)
Action Without Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these by-laws, any action required or permitted to be taken at a any meeting of the Board of Directors or of a any committee thereof may be taken without a meeting ifif all directors or members of such committee, before or after as the actioncase may be, a written consent thereto in writing or by electronic transmission. After an action is signed by all of taken, the members of the Board of Directors consent or the committee. The written consent may be signed in counterparts and must consents relating thereto shall be filed with the minutes of the proceedings of the Board of Directors or committeecommittee in accordance with applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neenah Inc), Agreement and Plan of Merger (Sportsman's Warehouse Holdings, Inc.)
Action Without Meeting. Any action required or permitted to be taken at a meeting by the board of the Board of Directors directors or of a any committee thereof may be taken without a meeting if, before or after if each member of the board consents in writing to such action, provided that the number of directors then in office constitutes a written consent thereto is signed by all of the members of the Board of Directors or the committeequorum. The written consent may be signed in counterparts and must Such consents shall be filed with the minutes of the proceedings meetings of the Board of Directors or committeeboard.
Appears in 2 contracts
Samples: Investment Agreement (Sequans Communications), Investment Agreement (Sequans Communications)
Action Without Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at a any meeting of the Board of Directors or of a any committee thereof may be taken without a meeting ifif all Directors or members of such committee, before or after as the actioncase may be, a written consent thereto is signed in writing or by all of electronic transmission, and the members of the Board of Directors writing or the committee. The written consent may be signed in counterparts and must be writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brenneman Gregory D), Agreement and Plan of Merger (Hawaiian Airlines Inc/Hi)
Action Without Meeting. Any action required or permitted to be taken at a meeting by the board of the Board of Directors or of a committee thereof directors may be taken without a meeting ifmeeting, before or after the action, a written consent thereto is signed by if all of the members of the Board of Directors board shall individually or the committeecollectively consent in writing to such action. The Such action by written consent may be signed in counterparts shall have the same force and must effect as a unanimous vote of the board of directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors or committeeboard.
Appears in 2 contracts
Samples: Employment Agreement, Agreement (Entech Environmental Technologies Inc)
Action Without Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at a any meeting of the Board of Directors or of a any committee thereof may be taken without a meeting ifmeeting, before or after the action, a written consent thereto is signed by if all of the members of the Board of Directors or committee, as the committeecase may be, consent thereto in writing or electronic transmission. The written After an action is taken, the consent may be signed in counterparts and must or consents relating thereto shall be filed with the minutes of the proceedings of the Board of Directors or committeecommittee in the same paper or electronic form as the minutes are maintained.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (William Lyon Homes), Agreement and Plan of Merger (Taylor Morrison Home Corp)
Action Without Meeting. Any action required or permitted to be taken at a meeting of by the Board of Directors Directors, or of a any committee thereof thereof, may be taken without a meeting ifmeeting, before or after the action, a written consent thereto is signed by if all of the members of the Board of Directors or the committeecommittee thereof consent in writing. The Such written consent may be signed in counterparts and must shall be filed with the minutes of the proceedings of the Board of Directors or such committee.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Investors Heritage Capital Corp)
Action Without Meeting. Any Unless otherwise restricted the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at a any meeting of the Board of Directors or of a any committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by if all of the members of the Board of Directors or such committee, as the committee. The written case may be, consent may be signed thereto in counterparts writing or by electronic transmission and must be the writing or writings or electronic transmissions are filed with the minutes of the proceedings of the Board of Directors or committeecommittee in accordance with applicable law.
Appears in 1 contract
Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board of Directors Directors, or of a any committee thereof thereof, may be taken without a meeting ifmeeting, before or after the action, if a written consent thereto is signed by all of the members of the Board of Directors board or committee, as the committee. The case may be, and that written consent may be signed in counterparts and must be is filed with the minutes of the proceedings of the Board of Directors board or committee.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Beverly Enterprises Inc)
Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board board of Directors or of a committee thereof directors may be taken without a meeting ifif a consent in writing, before or after setting forth the actionaction so taken, a written consent thereto is signed by all of the members of the Board board of Directors or directors. Such consent shall have the committeesame force and effect as a unanimous vote at a meeting. The written consent may signed consent, or a signed copy, shall be signed placed in counterparts and must be filed with the minutes of the proceedings of the Board of Directors or committeeminute book.
Appears in 1 contract
Samples: Stockholders Agreement (Aegis Communications Group Inc)
Action Without Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at a any meeting of the Board of Directors or of a any committee thereof may be taken without a meeting ifmeeting, before or after the action, a written consent thereto is signed by if all of the members of the Board of Directors or committee, as the committee. The written case may be, consent may be signed thereto in counterparts writing, and must be the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 1 contract
Samples: Realty Income Corp
Action Without Meeting. Any Unless otherwise restricted by the Articles of Incorporation orthese Bylaws, any action required or permitted to be taken at a any meeting of the Board of Directors or of a committee anycommittee thereof may be taken without a meeting ifmeeting, before or after the action, a written consent thereto is signed by if all of the members of the Board of Directors or the committee. The written , asthe case may be, consent may be signed thereto in counterparts writing, and must be such writing or writings are filed with the minutes minut s of the proceedings of proceedingsof the Board of Directors or committee.Section 24.
Appears in 1 contract
Action Without Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at a any meeting of the Board of Directors or of a any committee thereof may be taken without a meeting ifmeeting, before or after the action, a written consent thereto is signed by if all of the members of the Board of Directors or Committee, as the committee. The written case may be, consent may be signed thereto in counterparts writing, and must be the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committeeCommittee.
Appears in 1 contract
Action Without Meeting. Any action required or permitted to be taken at a meeting of by the Board of Directors by law, according to the Articles of Incorporation or of a committee thereof according to these By-Laws may be taken without a meeting ifmeeting, before or after the action, a written consent thereto is signed by if all of the members of the Board of Directors shall individually or the committeecollectively consent in writing to such action. The Such written consent may be signed in counterparts and must or consents shall be filed with the minutes of the proceedings of the Board Board, and shall have the same force and effect as a unanimous vote of Directors or committeesuch directors.
Appears in 1 contract
Action Without Meeting. Any Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at a any meeting of the Board board of Directors directors or of a any committee thereof may be taken without a meeting ifmeeting, before or after the action, if a written consent thereto is signed by all of the members of the Board board or of Directors or such committee, as the committee. The case may be, and such written consent may be signed in counterparts and must be is filed with the minutes of the proceedings proceeding of the Board of Directors board or committee.
Appears in 1 contract
Samples: Us Lec Corp
Action Without Meeting. Any Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at a any meeting of the Board of Directors Directors, or of a any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting ifmeeting, before or after the action, if a written consent thereto is signed by all of the members of the Board of Directors or of such committee, as the committee. The case may be, unless the action is one which need not be approved by the shareholders, in which case such action shall be effective if signed by the number of directors that would be required to take the same action at a meeting at which all directors were present, and such written consent may be signed in counterparts and must be is filed with the minutes of the proceedings of the Board of Directors or such committee.
Appears in 1 contract
Samples: Escrow Agreement (Quanex Corp)
Action Without Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these by–laws, any action required or permitted to be taken at a any meeting of the Board of Directors Directors, or of a any committee thereof as provided in Article IV of these by–laws, may be taken without a meeting ifmeeting, before or after the action, if a written consent thereto is signed by all of the members of the Board or of Directors or such committee, as the committee. The case may be, and such written consent may be signed in counterparts and must be is filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 1 contract
Samples: Exchange Agreement (Stewart Information Services Corp)
Action Without Meeting. Any action required which may be authorized or permitted to be taken at a meeting of the Board of Directors directors or of a committee thereof may be authorized or taken without a meeting if, before if all the directors or after the action, a written consent thereto is signed by all of the members of the Board of Directors committee, as the case may be, consent thereto in a writing or the committee. The written consent may be signed in counterparts and must electronic transmission, which writing or writings or electronic transmission or transmissions shall be filed with or entered upon the minutes records of the proceedings of the Board of Directors or committeeCorporation.
Appears in 1 contract
Samples: Loan and Security Agreement (Arcturus Therapeutics Holdings Inc.)
Action Without Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these by-laws, any action required or permitted to be taken at a any meeting of the Board of Directors or of a any committee thereof may be taken without a meeting ifmeeting, before or after the action, if prior to such action a written consent thereto is signed by all of the members of the Board or of Directors or such committee, as the committee. The case may be, and such written consent may be signed in counterparts and must be is filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 1 contract
Samples: Hain Food Group Inc
Action Without Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at a any meeting of the Board of Directors or of a any committee thereof may be taken without a meeting ifmeeting, before or after the action, a written consent thereto is signed by if all of the members of the Board or of Directors such committee, as the case may be, consent thereto in writing, and such writing or the committee. The written consent may be signed in counterparts and must be writings are filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Heuristic Development Group Inc)
Action Without Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at a any meeting of the Board of Directors or of a any committee thereof may be taken without a meeting ifmeeting, before or after the action, a written consent thereto is signed by if all of the members of the Board of Directors or committee, as the committee. The written case may be, consent may be signed thereto in counterparts writing, and must be the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 1 contract
Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board of Directors Directors, or of a any committee thereof thereof, may be taken without a meeting ifmeeting, before or after the action, if prior to such action a written consent thereto is signed by all of the members of the Board board, or of Directors or such committee as the committee. The case may be, and such written consent may be signed in counterparts and must be is filed with the minutes of the proceedings of the Board of Directors board or committee.
Appears in 1 contract
Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board of Directors Directors, or of a any committee thereof thereof, may be taken without a meeting ifmeeting, before or after the action, if prior to such action a written consent thereto is signed by all of the members of the Board of Directors Directors, or of such committee as the committee. The case may be, and such written consent may be signed in counterparts and must be is filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Adaptimmune Therapeutics PLC)
Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board of Directors Directors, or of a any committee thereof thereof, may be taken without a meeting if, before or after the action, if prior to such action a written consent thereto is signed by all of the members of the Board of Directors or of such committee, as the committee. The case may be, and such written consent may be signed in counterparts and must be is filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 1 contract
Action Without Meeting. Any Except as otherwise provided by applicable law, the articles of incorporation or these By-Laws, any action required or permitted to be taken at a any meeting of the Board of Directors Directors, or of a any committee thereof thereof, may be taken without a meeting ifmeeting, before or after the action, if a written consent thereto thereto, setting forth the action so taken, is signed by all of the members of the Board board or of Directors or such committee entitled to vote, as the committee. The case may be, and such written consent may be signed in counterparts and must be is filed with the minutes of the proceedings of the Board of Directors board or committee.
Appears in 1 contract
Samples: Rli Corp
Action Without Meeting. Any action required or permitted to be taken at a any meeting of the Board of Directors Directors, or of a any committee thereof thereof, may be taken without a meeting ifmeeting, before or after the action, if prior of such action a written consent thereto is signed by all of the members of the Board board, or of Directors or such committee as the committee. The case may be, and such written consent may be signed in counterparts and must be is filed with the minutes of the proceedings of the Board of Directors board or committee.
Appears in 1 contract
Samples: And Term Loan Agreement (Panchos Mexican Buffet Inc /De)
Action Without Meeting. Any Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at a any meeting of the Board of Directors or of a any committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by if all of the members of the Board of Directors or of such committee, as the committee. The written case may be, consent may be signed thereto in counterparts writing and must be the writing or writings are filed with the minutes of the proceedings of the Board of Directors or of such committee.
Appears in 1 contract
Samples: Nabi /De/