Common use of Board Action by Written Consent Without a Meeting Clause in Contracts

Board Action by Written Consent Without a 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, or of any committee or subcommittee thereof, may be taken without a meeting if all members of the Board or committee or subcommittee, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken by written consent without a meeting, the consent or consents relating thereto shall be filed with the minutes of the proceedings of the Board, or the applicable committee or subcommittee thereof, in the same paper or electronic form as the minutes are maintained. Such action by written consent or consent by electronic transmission shall have the same force and effect as a unanimous vote of the Board.

Board Action by Written Consent Without a Meeting. Unless otherwise restricted by provided in the Amended and Restated Certificate of Incorporation or these bylawsIncorporation, any action required or permitted to be taken at any meeting by the board of the Board, or of any committee or subcommittee thereof, directors may be taken without a meeting if meeting, provided that all members of the Board or committee or subcommitteeboard of directors consent in writing, as the case may be, consent thereto in writing or by electronic transmission. After an , to that action is taken by written consent without a meeting, and the consent writing or consents relating thereto shall be writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Board, or the applicable committee or subcommittee thereof, board. Such filing shall be in the same paper or electronic form as if the minutes are maintainedmaintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Such action by written consent or consent by electronic transmission shall have the same force and effect as a unanimous vote of the Boardboard of directors.

Board Action by Written Consent Without a 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, or of any committee or subcommittee thereof, may be taken without a meeting if all members of the Board or committee or subcommitteecommittee, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken by written consent without a meetingtaken, the consent or consents relating thereto shall be filed with the minutes of the proceedings of the Board, Board or the applicable committee or subcommittee thereof, . Such filing shall be in the same paper or electronic form as if the minutes are maintainedmaintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Such action by written consent or consent by electronic transmission shall have the same force and effect as a unanimous vote of the Board.