Common use of Actions Without a Meeting and Telephone Meetings Clause in Contracts

Actions Without a Meeting and Telephone Meetings. Notwithstanding any provision contained in this Article V, all actions of the Board provided for herein may be taken by written consent without a meeting, or any meeting thereof may be held by means of a conference telephone or other method or device provided that all Managers participating may simultaneously hear each other during the meeting (and any Manager participating through such means will be deemed to be present in person at the meeting). Any such action to be taken by the Board without a meeting shall be effective only if the written consent or consents are in writing, setting forth the action so taken, and are signed by at least one ADA Manager, on behalf of the ADA Managers, and at least one NexGen Manager, on behalf of the NexGen Managers. In the event action is taken by written consent executed by less than all of the Managers, the Managers who did not participate in taking the action shall be given written notice of the action not more than ten (10) days after the taking of the action without a meeting; provided that the failure to give such notice will not invalidate the action so taken. The Board Observer shall be given written notice of all action taken by written consent of the Board not more than five (5) days after the taking of such action; provided that the failure to give such notice will not invalidate the action so taken.

Actions Without a Meeting and Telephone Meetings. Notwithstanding any provision contained in this Article V, all actions of the Board provided for herein may be taken by written consent without a meeting, or any meeting thereof may be held by means of a conference telephone or other method or device provided that all Managers participating may simultaneously hear each other during the meeting (and any Manager participating through such means will be deemed to be present in person at the meeting). Any such action to which may be taken by the Board without a meeting shall be effective only if the written consent or consents are in writing, setting forth the action so taken, and are signed by at least one ADA Manager, on behalf of the ADA Managers, Managers and at least one NexGen Manager, on behalf of the NexGen Managers. In the event action is taken by written consent executed by less than all of the Managers, the Managers who did not participate in taking the action shall be given written notice of the action not more than ten (10) days after the taking of the action without a meeting; provided that the failure to give such notice will not invalidate the action so taken. The Board Observer shall be given written notice of all action taken by written consent of the Board not more than five (5) days after the taking of such action; provided that the failure to give such notice will not invalidate the action so taken.