Consent of Shareholders in Lieu of Meeting. Any action required or permitted to be taken at a meeting of shareholders or of a class of shareholders may be taken without a meeting if, prior or subsequent to the action, a written consent or consents thereto signed by all of the shareholders who would be entitled to vote at a meeting for such purpose shall be filed with the secretary of the corporation. If action by written notice is by less than unanimous consent of the shareholders entitled to vote on the matter, the action shall not become effective until after at least 10 days' notice of such action shall have been given to each shareholder entitled to vote thereon who has not consented thereto. The secretary of the corporation shall give notice of such action to each shareholder entitled to vote thereon, including those shareholders who consented thereto, within five days following the secretary's receipt of such written consent or consents.
Consent of Shareholders in Lieu of Meeting. Section 9.1. Any action required to be taken at a meeting of shareholders, or of a class of shareholders, may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the Corporation.
Consent of Shareholders in Lieu of Meeting. Whenever the vote of shareholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by law, by the Charter or by these By-Laws, the meeting and vote of shareholders may be dispensed with, if all of the shareholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.
Consent of Shareholders in Lieu of Meeting. Unless otherwise provided in the Articles of Organization or the Joint Venture Agreement, any action required or permitted to be taken at any meeting of Shareholders may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the holders of the number of issued and outstanding Shares required pursuant to Section 14.05 to take such action. If such action is taken by the written consent of the holders of less than all of the issued and outstanding Shares of the Company, a notice of the action so taken shall promptly be provided in the manner required by Section 29.12 of this Agreement to all Shareholders who have not provided their written consent.
Consent of Shareholders in Lieu of Meeting. Any action that may be taken at any meeting of the Shareholders may be taken without a meeting and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Shareholders holding Shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Shareholders entitled to vote thereon were present and voted and shall be delivered to the Company pursuant to Section 7.11. No written consent shall be effective to take the action referred to therein (i) unless delivered to the Company pursuant to Section 7.11 on or prior to the earlier of (x) the deadline for consents set forth in the applicable notice or (y) one hundred and eighty (180) days after the date on which the first Shareholder consented and (ii) except in the case of a unanimous written consent, until a period of time shall have elapsed after the delivery by the proposing Shareholder or Shareholders to each other Shareholder of a request for its written consent to such action equivalent to that which would have been required in order to call a meeting to consider such action pursuant to Section 2.2, Section 3.6(a) and Section 7.1. Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be given to all Shareholders by the Board of Directors.
Consent of Shareholders in Lieu of Meeting. Except as otherwise provided by statute or the Articles of Incorporation, any action required to be taken at any meeting of Shareholders, or any action which may be taken at any meeting of such Shareholders, may be taken without a meeting, without prior notice and without a vote, if the following are filed with the records of Shareholders meetings: (i) a unanimous written consent which sets forth the action and is signed by each shareholder entitled to vote on the matter, and (ii) a written waiver of any right to dissent signed by each shareholder entitled to notice of the meeting but not entitled to vote thereat.
Consent of Shareholders in Lieu of Meeting. Whenever the vote of shareholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by any provision of the applicable statutes, the articles of incorporation or the Shareholders Agreement, the meeting and vote of shareholders may be dispensed with if shareholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken. Any such writing may consist of several documents, in like form, each signed by one or more of the shareholders. Unless the contrary is stated therein, any such resolution or decision shall be deemed to have been passed on the date of the latest signature by the shareholders signing such writing. A facsimile copy of the writing signed by a shareholder shall be acceptable evidence that such writing has been signed by the shareholder whose signature appears on that facsimile, provided that the original copy shall thereafter be lodged with the records of the Company. A shareholder can also send his agreement to the resolution or decision proposed in writing to the Chairman, or in his absence the Vice Chairman, by facsimile, telegram, cable, telex, electronic mail or a similar technical device.
Consent of Shareholders in Lieu of Meeting. Except as otherwise provided in the articles of incorporation or in this Section 1.12, any action which may be taken at any annual or special meeting of the share holders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Directors may not be elected by written consent except by unanimous consent of all shares entitled to vote for the election of directors. Notwithstanding the foregoing sentence, except for vacancies created by removal, shareholders may fill any vacancy in the Board of Directors not filled by the Board of Directors by electing a director through written consent of a majority of outstanding shares entitled to vote. Any shareholder giving a written consent, or such shareholder's proxyholder, or a transferee of the shares or a personal representative of such shareholder or its respective proxyholder, may revoke the consent by a writing received by the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the corporation, but may not do so thereafter. Such revocation Unless all shareholders entitled to vote consent in writing, notice of any shareholder approval without a meeting shall be given as provided in subdivision (b) of Section 603 of the California General Corporation Law, or any successor thereof. Any form of written consent distributed to ten or more shareholders shall conform to the requirements of Section 604 of the California General Corporation Law, or any successor thereof.
Consent of Shareholders in Lieu of Meeting. (a) To the fullest extent permitted by the Delaware Limited Liability Company Act, DEL. CODE ANN. tit. 6, ch. 18, as amended from time to time (the "Act"), but subxxxt to the terms of the Operating Agreement (which limit, define or modify such rights in certain circumstances), whenever the vote of Shareholders at a meeting is required or permitted to be taken for or in connection with any action, such action may be taken without a meeting, without prior notice, and without a vote of Shareholders, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of such percentage of the Shares entitled to vote as would be necessary under the terms of the Operating Agreement to authorize or take such action and shall be delivered to the Company by delivery to its registered office in the State of Delaware, its principal place of business, or a Director, officer, or agent of the Company having custody of the book in which proceedings of meetings of Shareholders are recorded.
(b) Prompt written or telephonic notice of the taking of any action without a meeting by less than unanimous written consent of the Shareholders entitled to vote shall be given to those Shareholders (entitled to vote thereon) who have not consented in writing.
Consent of Shareholders in Lieu of Meeting. Any action required by the LBCL to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares representing not less than the minimum number of votes that would have been necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.
