Common use of Informal Action by Directors Clause in Contracts

Informal Action by Directors. 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 such committee, as the case may be, consent thereto in writing (which may be in counterparts), and the written consent or consents are filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Chicago Mercantile Exchange Holdings Inc), Merger Agreement (Chicago Mercantile Exchange Holdings Inc), Merger Agreement (Cbot Holdings Inc)

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Informal Action by Directors. 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 Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing (which may be in counterparts)writing, and the written consent writing or consents writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 6 contracts

Samples: Securities Purchase Agreement (MDNA Life Sciences, Inc.), Securities Purchase Agreement (MDNA Life Sciences, Inc.), Merger Agreement (Iac/Interactivecorp)

Informal Action by Directors. Unless otherwise restricted by the Act, the Certificate of Incorporation Formation or these Bylawsthis Agreement, any action required or permitted to be taken at any meeting of the Board of Directors Board, or of any committee Committee thereof, may be taken without a meeting if all members of the Board of Directors or such committeeCommittee, as the case may be, consent thereto in writing (which may be in counterparts)writing, and the written consent writing or consents writings are filed with the minutes of proceedings of the Board of Directors or such committeeCommittee.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Ally Auto Assets LLC), Limited Liability Company Agreement (Ally Wholesale Enterprises LLC), Limited Liability Company Agreement (Ally Auto Assets LLC)

Informal Action by Directors. Unless otherwise restricted by the Certificate certificate of Incorporation incorporation or these Bylawsby-laws, any action required or permitted to be taken at any meeting of the Board of Directors Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing (which may be in counterparts)writing, and the written consent writing or consents writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Sra International, Inc.), Employment Agreement (United Shields Corp/Oh/)

Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any Any action required or permitted by law to be taken at any a meeting of the Board directors, or any action which may be taken at a meeting of Directors or of any committee thereofdirectors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all members of the Board of Directors or such committee, as the case may be, consent thereto in writing (which may be in counterparts), and the written consent or consents are filed with the minutes of proceedings of the Board of Directors or such committeeDirectors.

Appears in 2 contracts

Samples: Performance Certificate, Performance Certificate

Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action Action required or permitted to be taken at any a meeting of the Board of Directors or of any committee thereof, may be taken without a meeting if the action is assented to by all members of the Board of Directors or such committee, as the case may be, consent thereto in writing (which may be in counterparts), and the written consent or consents are filed with the minutes of proceedings of the Board of Directors or such committeeDirectors.

Appears in 2 contracts

Samples: Merger Agreement (Buffets Holdings, Inc.), Merger Agreement (Ryans Restaurant Group Inc)

Informal Action by Directors. Unless otherwise restricted by the Certificate LLC Act, the Articles of Incorporation Organization or these Bylawsthis Agreement, any action required or permitted to be taken at any meeting of the Board of Directors Board, or of any committee Committee thereof, may be taken without a meeting if all members of the Board of Directors (excluding any Independent Director except in those instances where an Independent Director’s vote is required) or such committeeCommittee, as the case may be, consent thereto in writing (which may be in counterparts)writing, and the written consent writing or consents writings are filed with the minutes of proceedings of the Board of Directors or such committeeCommittee.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (John Deere Receivables LLC), Limited Liability Company Agreement (John Deere Receivables LLC)

Informal Action by Directors. Unless otherwise restricted by the Act, the Certificate of Incorporation Formation, the Certificate of Conversion or these Bylawsthis Agreement, any action required or permitted to be taken at any meeting of the Board of Directors Board, or of any committee Committee thereof, may be taken without a meeting if all members of the Board of Directors or such committeeCommittee, as the case may be, consent thereto in writing (which may be in counterparts)writing, and the written consent writing or consents writings are filed with the minutes of proceedings of the Board of Directors or such committeeCommittee.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Capital Auto Receivables LLC), Limited Liability Company Agreement (Wholesale Auto Receivables LLC)

Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylawsbylaws, any action required or permitted to be taken at any meeting of the Board of Directors Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of Directors or such committee, as the case may be, consent thereto in writing (which may be in counterparts)writing, and the written consent writing or consents writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 2 contracts

Samples: Merger Agreement (Ixia), Merger Agreement (Ixia)

Informal Action by Directors. 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 of Directors Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing (which may be in counterparts)writing, and the written consent writing or consents writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 2 contracts

Samples: Merger Agreement (Raindance Communications Inc), Stock Subscription and Stockholders' Agreement (Educational Video Conferencing Inc)

Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any Any action required or permitted to be taken at any a meeting of the Board of Directors or of any committee thereof, thereof may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the members of the Board or of Directors or such committee, as the case may be, consent thereto in writing (which may be in counterparts)entitled to vote with respect to the subject matter thereof, and such consent shall have the written consent or consents are filed with the minutes of proceedings of the Board of Directors or such committeesame force and effect as a unanimous vote.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Aes Red Oak LLC), Limited Liability Company Agreement (Aes Ironwood LLC)

Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any Any action required or permitted to be taken at any a meeting of the Board of Directors Board, or of any committee thereof, may be taken without a meeting if all members of the Board Board, or of Directors or such committee, as the case may be, consent thereto in writing (which may be in counterparts), and the written consent writing or consents writings are filed with the minutes of proceedings of the Board Board, or of Directors or such committee.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (ACCO International Holdings, Inc.), Limited Liability Company Agreement (Acco Brands Corp)

Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any Any action required or permitted to be taken at any a meeting of the Board directors, or any other action which may be taken at a meeting of Directors or of any committee thereofthe directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all members of the Board of Directors or such committee, as directors entitled to vote with respect to the case may be, consent thereto in writing (which may be in counterparts), and the written consent or consents are filed with the minutes of proceedings of the Board of Directors or such committeesubject matter thereof.

Appears in 1 contract

Samples: Merger Agreement (MidWestOne Financial Group, Inc.)

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Informal Action by Directors. Unless otherwise restricted by the Certificate certificate of Incorporation incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of Directors or such committee, as the case may be, consent thereto in writing (which may be in counterparts)writing, and the written consent writing or consents writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tekelec)

Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any Any action required or permitted to be taken at any a meeting of the Board of Directors or of any committee thereof, thereof may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the members of the Board of Directors or of such committee, as the case may be, consent thereto in writing (which may be in counterparts)entitled to vote with respect to the subject matter thereof, and such consent shall have the written consent or consents are filed with the minutes of proceedings of the Board of Directors or such committeesame force and effect as a unanimous vote.

Appears in 1 contract

Samples: Limited Partnership Agreement (Capmark Finance Inc.)

Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any Any action required or permitted to be taken at any meeting of by the Board of Directors or of any by a committee thereof, thereof at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all members of the Board of Directors or such committee, as the case may be, consent thereto in writing (which may be in counterparts), and the written consent or consents are filed with the minutes of proceedings all of the Board of Directors or such committeecommittee members entitled to vote with respect to the subject matter thereof.

Appears in 1 contract

Samples: Intergovernmental Agreement

Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any Any action required or permitted by law to be taken at any a meeting of the Board directors, or any action which may be taken at a meeting of Directors or of any committee thereofdirectors, may be taken without a meeting if a consent in writing, setting out the action so taken, shall be signed by all members of the Board of Directors or such committee, as the case may be, consent thereto in writing (which may be in counterparts), and the written consent or consents are filed with the minutes of proceedings of the Board of Directors or such committeedirectors.

Appears in 1 contract

Samples: Delegation Agreement

Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any Any action required or permitted by law to be taken at any a meeting of the Board Directors, or any action which may be taken at a meeting of Directors or of any committee thereofDirectors, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing (which may be in counterparts), and to the written consent or consents are filed with the minutes of proceedings of the Board of Directors or such committeeaction so taken.

Appears in 1 contract

Samples: Delegation Agreement

Informal Action by Directors. 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 Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of Directors or such committee, as the case may be, consent thereto in writing (which may be in counterparts)writing, and the written consent writing or consents writings are filed with the minutes of proceedings of the Board of Directors or such committee.

Appears in 1 contract

Samples: Merger Agreement (Tekelec)

Informal Action by Directors. Unless otherwise restricted by the LLC Act, the Certificate of Incorporation Formation or these Bylawsthis Agreement, including Section 4.9, any action required or permitted to be taken at any meeting of the Board of Directors Board, or of any committee Committee thereof, may be taken without a meeting if all members of the Board of Directors or such committeeCommittee, as the case may be, consent thereto in writing (which may be in counterparts)writing, and the written consent writing or consents writings are filed with the minutes of proceedings of the Board or Committee; provided that the consent of Directors or such committeethe Independent Director shall only be required in connection with Sections 4.9 and 8.2.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Carvana Receivables Depositor LLC)

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