Common use of Action Without Meetings; Telephone Meeting Clause in Contracts

Action Without Meetings; Telephone 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 may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors or any committee designated by such Board of Directors, may participate in a meeting of such Board of Directors or committee by means of conference telephone or other communications equipment by which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this Section 8 shall constitute presence in person at such meeting.

Appears in 5 contracts

Samples: Merger Agreement (Repros Therapeutics Inc.), Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc), Agreement and Plan of Merger (Allergan PLC)

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Action Without Meetings; Telephone Meeting. Unless otherwise restricted by the Certificate certificate of Incorporation incorporation or these Bylawsbylaws, 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 members of the Board of Directors board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors board or committee. Unless otherwise restricted by the Certificate certificate of Incorporation incorporation or these Bylawsbylaws, members of the Board board of Directors directors or any committee designated by such Board of Directorsboard, may participate in a meeting of such Board of Directors board or committee by means of conference telephone or other communications equipment by which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this Section 8 shall constitute presence in person at such meeting.

Appears in 1 contract

Samples: Merger Agreement (Ardea Biosciences, Inc./De)

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Action Without Meetings; Telephone Meeting. (a) Unless otherwise restricted by the Certificate certificate of Incorporation incorporation or these Bylawsbylaws, 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 members of the Board board of Directors directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board board of Directors directors or committee. , as applicable. (b) Unless otherwise restricted by the Certificate certificate of Incorporation incorporation or these Bylawsbylaws, members of the Board board of Directors directors or any committee designated by such Board of Directors, thereof may participate in a meeting of the board of directors or such Board of Directors or committee by means of conference telephone or other communications equipment by which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this Section 8 shall constitute presence in person at such meeting.

Appears in 1 contract

Samples: Merger Agreement (Leaf Group Ltd.)

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