Common use of Directors’ Consent in Lieu of Meeting Clause in Contracts

Directors’ Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board 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 all the directors then in office and such consent is filed with the minutes of the proceedings of the Board.

Appears in 6 contracts

Samples: Norwich Acquisition LTD, Young America Holdings Inc, CFP Holdings Inc

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Directors’ Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, without prior notice and without a vote, if a consent in writingwriting or by electronic transmission, setting forth the action so taken, shall be signed by all the directors then in office members of the Board or such committee and such consent or electronic transmission is filed with the minutes of the proceedings of the BoardBoard or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Appears in 5 contracts

Samples: Business Combination Agreement (Namib Minerals), Business Combination Agreement (ExcelFin Acquisition Corp.), Agreement and Plan of Merger (PeopleSupport, Inc.)

Directors’ Consent in Lieu of Meeting. Any action 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 meetingmeeting if all members of the Board of Directors or committee, without prior notice as the case may be, consent thereto in writing and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the directors then in office and such consent is writing or writings are filed with the minutes of or the proceedings of the BoardBoard of Directors or committee.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (HashiCorp, Inc.), Agreement and Plan of Merger (Dova Pharmaceuticals Inc.), Agreement and Plan of Merger (Martin Marietta Materials Inc)

Directors’ Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof 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 all the directors then in office members of the Board or such committee and such consent is filed with the minutes of the proceedings of the BoardBoard or such committee.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Seagram Co LTD), Imax Corp

Directors’ Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board 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 all of the directors then in office and such consent is filed with the minutes of the proceedings of the Board.

Appears in 2 contracts

Samples: Fibernet Telecom Group Inc\, Fibernet Telecom Group Inc\

Directors’ Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof 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 all the directors then of the Board, in office the case of a Board meeting, or all the members of a committee, in the case of a committee meeting, and such consent is filed with the minutes of the proceedings of the BoardBoard or such committee.

Appears in 2 contracts

Samples: Stockholders’ Agreement (Motient Corp), Stockholders’ Agreement (Skyterra Communications Inc)

Directors’ Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof 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 signed, including by electronic signature, by all the directors then in office members of the Board or such committee and such consent is filed with the minutes of the proceedings of the BoardBoard or such committee.

Appears in 1 contract

Samples: Cooperation Agreement

Directors’ Consent in Lieu of Meeting. Any Except as otherwise required by applicable law or as otherwise required by the Certificate of Incorporation or the Stockholders Agreement, any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, without prior notice and without a vote, if a consent in writingwriting or by electronic transmission, setting forth the action so taken, shall be signed provided by all of the directors then in office and such consent is filed with the minutes of the proceedings of the Board.

Appears in 1 contract

Samples: Credit Agreement (Affinion Group Holdings, Inc.)

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Directors’ Consent in Lieu of Meeting. Any action required or ------------------------------------- permitted to be taken at any meeting of the Board 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 all the directors then in office and such consent is filed with the minutes of the proceedings of the Board.

Appears in 1 contract

Samples: Joint Development and Operating Agreement (Cytogen Corp)

Directors’ Consent in Lieu of Meeting. Any Unless otherwise provided in the Certificate, any action required or permitted to be taken at any meeting of the Board 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 all the directors then in office and such office. Such consent is shall be filed with the minutes of the proceedings of the Board.

Appears in 1 contract

Samples: Stock Purchase Agreement (Double Eagle Acquisition Corp.)

Directors’ Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, meeting and without prior notice and without a votenotice, if a majority of the members of the Board or committee, as the case may be, consent thereto in writing, setting forth and the action so taken, shall be signed by all the directors then in office and such consent is writing or writings are filed with the minutes of the proceedings of the BoardBoard or committee.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Domtar Paper Company, LLC)

Directors’ Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board or any committee thereof 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 all the directors then in office on the Board or committee, as the case may be, and such consent is filed with the minutes of the proceedings of the BoardBoard or committee, as the case may be.

Appears in 1 contract

Samples: Biotransplant Inc

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