Common use of Action Without Meeting Clause in Contracts

Action Without Meeting. 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 as provided in Article IV of these bylaws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of 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 (Tutogen Medical Inc)

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Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylawsBylaws, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and such written consent is writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 6 contracts

Samples: Proposed Merger Agreement, Agreement and Plan of Merger (Sand Hill It Security Acquisition Corp), Joint Venture Agreement (Pharmacopeia Inc)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylawsBylaws, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and such written consent is the writing or writings are filed with the minutes of proceedings of the Board of Directors or such 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. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any Any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and such written consent is the writing or writings are filed with the minutes of 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. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof as provided in Article IV of these bylaws, Trustees may be taken without a meeting, if provided prior to such action a written consent thereto is signed by all members a majority of the Board of Directors or of such committee, as the case may beTrustees, and provided, further, at least a majority of the consenting Trustees are Independent Trustees. Any such written consent is shall be filed with the minutes of proceedings of the Board of Directors or such 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. Unless otherwise restricted by the Certificate of Incorporation or these bylawsBylaws, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is thereto in writing or by electronic transmission. The consent or consents shall be filed with the minutes of proceedings of the Board of Directors or such 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. Unless otherwise restricted by the Certificate of Incorporation or these bylawsby-laws, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, meeting if a written consent thereto is signed by all directors or members of the Board of Directors or of such committee, as the case may be, and such written consent thereto in writing or by electronic transmission. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Board of Directors or such 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. Unless otherwise restricted specifically prohibited by the Certificate of Incorporation or these bylawsBy-laws, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, execute a consent thereto in writing setting forth the action so taken, and such written consent is the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 2 contracts

Samples: Rights Agreement (Burlington Northern Santa Fe Corp), Combination Agreement (Burlington Northern Santa Fe Corp)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylawsBy-Laws, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and such written consent is the writing or writings are filed with the minutes of proceedings of the Board of Directors or such 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. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any Any action required or permitted to be taken at any meeting of by the Board of Directors, or of any committee thereof as provided in Article IV of these bylaws, Directors may be taken without a meeting, if a written consent thereto is signed by all of the members of the Board of Directors individually or collectively consent in writing to such action. In addition, all directors (including those who are not members of such a particular committee, as the case may be) shall receive notice of, and such written consent is filed with the minutes shall be entitled to attend, all meetings of proceedings any committee of the Board of Directors or such 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. Unless otherwise restricted by the Certificate of Incorporation or these bylawsBylaws, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and such written consent is the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tenneco Inc), Stock Purchase Agreement (Conatus Pharmaceuticals Inc)

Action Without Meeting. Unless otherwise restricted by provided in the Certificate articles of Incorporation or these bylawsincorporation, any action required or permitted to be taken at any meeting of the Board board of Directors, directors or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, meeting if a written consent thereto to such action is signed by all members of the Board of Directors board or of such committee, committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors board or such committee.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lincoln National Corp), Agreement and Plan of Merger (Jefferson Pilot Corp)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylawsBy-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, meeting if a written consent thereto is signed by all members of the Board of Directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and such written consent is the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hawaiian Airlines Inc/Hi), Agreement and Plan of Merger (Brenneman Gregory D)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any 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 as provided in Article IV of these bylaws, may be taken without a meeting, meeting if a written consent thereto is signed by all members each member of the Board board consents in writing to such action, provided that the number of Directors or of such committee, as the case may be, and such written consent is directors then in office constitutes a quorum. Such consents shall be filed with the minutes of proceedings the meetings of the Board of Directors or such committeeboard.

Appears in 2 contracts

Samples: Investment Agreement (Sequans Communications), Investment Agreement (Sequans Communications)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any Any action required or permitted to be taken at any meeting of the Board board of Directors, directors or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, if prior to the action a written consent thereto is signed by all members of the Board board of Directors directors or of such committee, as the case may be, and such written consent 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. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any Any action required or permitted to be taken at any meeting by the board of the Board of Directors, or of any committee thereof as provided in Article IV of these bylaws, directors may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors board shall individually or of collectively consent in writing to such committee, as the case may be, and such action. Such action by written consent is shall have the same force and 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 such committeeboard.

Appears in 2 contracts

Samples: Employment Agreement, Agreement (Entech Environmental Technologies Inc)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylawsBylaws, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is thereto in writing or by electronic transmission. The consent or consents shall be filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Marquee Raine Acquisition Corp.), Registration Rights Agreement (GX Acquisition Corp.)

Action Without Meeting. Unless otherwise restricted by the Certificate Articles of Incorporation or these bylawsBylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof as provided in Article IV 4 of these bylawsBylaws, may be taken without a meeting, if a written consent thereto is signed by all of the members of the Board of Directors or of such committee, as the case may be. Evidence of any consent to action under this Section 3.8 may be provided in writing, and such written consent is filed with the minutes of proceedings of the Board of Directors including electronically via email or such 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. Unless otherwise restricted by the Certificate of Incorporation or these bylawsBylaws, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and such written consent is writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 2 contracts

Samples: s201.q4cdn.com, Agreement and Plan of Merger (Heuristic Development Group Inc)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylawsBylaws, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent thereto in writing or electronic transmission. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Board of Directors or such committeecommittee in the same paper or electronic form as the minutes are maintained.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Taylor Morrison Home Corp), Agreement and Plan of Merger (William Lyon Homes)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation Any action which may be authorized or these bylaws, any action required or permitted to be taken at any a meeting of the Board of Directors, directors or of any a committee thereof as provided in Article IV of these bylaws, may be authorized or taken without a meeting, meeting if a written consent thereto is signed by all the directors or members of the Board of Directors or of such committee, as the case may be, and such written consent is thereto in a writing or electronic transmission, which writing or writings or electronic transmission or transmissions shall be filed with or entered upon the minutes of proceedings records of the Board of Directors or such committeeCorporation.

Appears in 1 contract

Samples: Loan and Security Agreement (Arcturus Therapeutics Holdings Inc.)

Action Without Meeting. Unless otherwise restricted by the Certificate Articles 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 as provided in Article IV of these bylaws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or of such committee, as 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 is filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 1 contract

Samples: Escrow Agreement (Quanex Corp)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylawsBylaws, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, if a written consent thereto is signed by all of the members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and such written consent is the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Commscope Inc)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylawsby–laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof as provided in Article IV of these bylawsby–laws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 1 contract

Samples: Exchange Agreement (Stewart Information Services Corp)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof as provided in Article IV of these bylawsthereof, may be taken without a meeting, meeting if prior to such action a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Allergan PLC)

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Action Without Meeting. Unless otherwise restricted by the Certificate certificate of Incorporation or these bylawsincorporation, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing and such written consent is the writing or writings are filed with the minutes of proceedings of the Board of Directors or of such committee.

Appears in 1 contract

Samples: Nabi /De/

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylawsBylaws, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or of such committeeCommittee, as the case may be, consent thereto in writing, and such written consent is the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committeeCommittee.

Appears in 1 contract

Samples: Escrow Agreement (Medicis Pharmaceutical Corp)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof as provided in Article IV of these bylawsthereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the Board of Directors Directors, or of such committee, committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Adaptimmune Therapeutics PLC)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylawsBy-Laws, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and such written consent is the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 1 contract

Samples: Realty Income Corp

Action Without Meeting. Unless otherwise restricted by the Certificate Articles of Incorporation or these bylawsorthese Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee anycommittee thereof as provided in Article IV of these bylaws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the asthe case may be, consent thereto in writing, and such written consent is writing or writings are filed with the minutes minut s of proceedings of proceedingsof the Board of Directors or such committee.Section 24.

Appears in 1 contract

Samples: Share Purchase Agreement (TurnOnGreen, Inc.)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof as provided in Article IV of these bylawsthereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the Board of Directors board, or of such committee, committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors board or such committee.

Appears in 1 contract

Samples: Acquisition Agreement (EDUtoons, Inc.)

Action Without Meeting. Unless otherwise restricted by the Certificate certificate of Incorporation incorporation or these bylawsby-laws, any action required or permitted to be taken at any meeting of the Board board of Directors, directors or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings proceeding of the Board of Directors board or such committee.

Appears in 1 contract

Samples: Us Lec Corp

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylawsBylaws, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing or by electronic transmission and such written consent is the writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or such committeecommittee in accordance with applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Molex Inc)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any Any action required or permitted to be taken at any meeting of by the Board of DirectorsDirectors by law, according to the Articles of Incorporation or of any committee thereof as provided in Article IV of according to these bylaws, By-Laws may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors shall individually or of collectively consent in writing to such committee, as the case may be, and such action. Such written consent is 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 such committeedirectors.

Appears in 1 contract

Samples: Securities Purchase Agreement (Easyriders Inc)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof as provided in Article IV of these bylawsthereof, may be taken without a meeting, if prior of such action a written consent thereto is signed by all members of the Board of Directors board, or of such committee, committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors board or such committee.

Appears in 1 contract

Samples: And Term Loan Agreement (Panchos Mexican Buffet Inc /De)

Action Without Meeting. Unless Except as otherwise restricted provided by applicable law, the Certificate articles of Incorporation incorporation or these bylawsBy-Laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof as provided in Article IV of these bylawsthereof, may be taken without a meeting, if a written consent thereto thereto, setting forth the action so taken, is signed by all members of the Board of Directors board or of such committeecommittee entitled to vote, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors board or such committee.

Appears in 1 contract

Samples: Rli Corp

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any Any action required or permitted to be taken at any meeting of by the Board of Directors, or of any committee thereof as provided in Article IV of these bylawsthereof, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such committee thereof consent in writing. Such written consent is shall be filed with the minutes of 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. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any Any action required or permitted to be taken at any a meeting of the Board board of Directors, or of any committee thereof as provided in Article IV of these bylaws, directors may be taken without a meeting, meeting if a written consent thereto in writing, setting forth the action so taken, is signed by all the members of the Board board of Directors directors. Such consent shall have the same force and effect as a unanimous vote at a meeting. The signed consent, or of such committeea signed copy, as shall be placed in the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committeeminute book.

Appears in 1 contract

Samples: Stockholders Agreement (Aegis Communications Group Inc)

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylawsby-laws, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 1 contract

Samples: Hain Food Group Inc

Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof as provided in Article IV of these bylawsthereof, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors board or of such committee, as the case may be, and such that written consent is filed with the minutes of proceedings of the Board of Directors board or such committee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Beverly Enterprises Inc)

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