MEETINGS AND ACTION OF COMMITTEES. Unless otherwise specified by the Board of Directors, meetings and actions of committees and subcommittees shall be governed by, and held and taken in accordance with, the provisions of: (a) Section 3.5 (place of meetings and meetings by telephone); (b) Section 3.6 (regular meetings); (c) Section 3.7 (special meetings and notice); (d) Section 3.8 (quorum; voting); (e) Section 3.9 (action without a meeting); and (f) Section 7.4 (waiver of notice) with such changes in the context of those bylaws as are necessary to substitute the committee or subcommittee and its members for the Board of Directors and its members. However, (i) the time and place of regular meetings of committees or subcommittees may be determined either by resolution of the Board of Directors or by resolution of the committee or subcommittee; (ii) special meetings of committees or subcommittees may also be called by resolution of the Board of Directors or the committee or the subcommittee; and (iii) notice of special meetings of committees and subcommittees shall also be given to all alternate members who shall have the right to attend all meetings of the committee or subcommittee. The Board of Directors or a committee or subcommittee may also adopt other rules for the government of any committee or subcommittee. Any provision in the certificate of incorporation providing that one or more directors shall have more or less than one vote per director on any matter shall apply to voting in any committee or subcommittee, unless otherwise provided in the certificate of incorporation or these bylaws.
Appears in 2 contracts
Samples: Merger Agreement (Amprius Technologies, Inc.), Merger Agreement (Otonomo Technologies Ltd.)
MEETINGS AND ACTION OF COMMITTEES. Unless otherwise specified by the Board of Directors, meetings Meetings and actions of committees and subcommittees shall be governed by, and held and taken in accordance with, the provisions of:
(a) Section 3.5 (place of meetings and meetings by telephone);
(b) Section 3.6 (regular meetings);
(c) Section 3.7 (special meetings and notice);
(d) Section 3.8 (quorum; voting);
(e) Section 3.9 (action without a meeting); and
(f) Section 7.4 (waiver of notice) with such changes in the context of those bylaws as are necessary to substitute the committee or subcommittee and its members for the Board of Directors and its members. However, (i) the time and place of regular meetings of committees or subcommittees may be determined either by resolution of the Board of Directors or by resolution of the committee or subcommittee; (ii) special meetings of committees or subcommittees may also be called by resolution of the Board of Directors or the committee or the subcommittee; and (iii) notice of special meetings of committees and subcommittees shall also be given to all alternate members who shall have the right to attend all meetings of the committee or subcommittee. The Board of Directors or a committee or subcommittee may also adopt other rules for the government of any committee or subcommitteenot inconsistent with the provisions of these bylaws. Any provision in the certificate of incorporation providing that one or more directors shall have more or less than one vote per director on any matter shall apply to voting in any committee or subcommittee, unless otherwise provided in the certificate of incorporation or these bylaws.
Appears in 2 contracts
Samples: Share Purchase Agreement (Minerva Surgical Inc), Voting Agreement (Minerva Surgical Inc)
MEETINGS AND ACTION OF COMMITTEES. Unless otherwise specified by the Board of Directors, meetings Meetings and actions of committees and subcommittees shall be governed by, and held and taken in accordance with, the provisions of:
(ai) Section 3.5 (place of meetings and meetings by telephone);
(bii) Section 3.6 (regular meetings);
(ciii) Section 3.7 (special meetings and meetings; notice);
(div) Section 3.8 (quorum; voting);
(ev) Section 3.9 (action without a meeting); and
(fvi) Section 7.4 7.5 (waiver of notice) with such changes in the context of those bylaws Bylaws as are necessary to substitute the committee or subcommittee and its members for the Board of Directors and its members. However, :
(i) the time and place of regular meetings of committees or subcommittees may be determined either by resolution of the Board of Directors or by resolution of the committee or subcommittee; committee;
(ii) special meetings of committees or subcommittees may also be called by resolution of the Board of Directors or the committee or the subcommitteecommittee; and and
(iii) notice of special meetings of committees and subcommittees shall also be given to all alternate members members, who shall have the right to attend all meetings of the committee or subcommitteecommittee. The Board of Directors or a committee or subcommittee may also adopt other rules for the government of any committee or subcommitteenot inconsistent with the provisions of these Bylaws. Any provision in the certificate Certificate of incorporation Incorporation providing that one or more directors shall have more or less than one vote per director on any matter shall apply to voting in any committee or subcommittee, unless otherwise provided in the certificate Certificate of incorporation Incorporation or these bylawsBylaws.
Appears in 1 contract
Samples: Merger Agreement (Inuvo, Inc.)
MEETINGS AND ACTION OF COMMITTEES. Unless otherwise specified by the Board of Directors, meetings Meetings and actions of committees and subcommittees shall be governed by, and held and taken in accordance with, the provisions of:
(a) Section 3.5 (place of meetings and meetings by telephone);
(b) Section 3.6 (regular meetings);
(c) Section 3.7 (special meetings and notice);
(d) Section 3.8 (quorum; voting);
(e) Section 3.9 (action without a meeting); and
(f) Section 7.4 (waiver of notice) with such changes in the context of those bylaws as are necessary to substitute the committee or subcommittee and its members for the Board of Directors and its members. However, (i) the time and place of regular meetings of committees or subcommittees may be determined either by resolution of the Board of Directors or by resolution of the committee or subcommittee; (ii) special meetings of committees or subcommittees may also be called by resolution of the Board of Directors or the committee or the subcommittee; and (iii) notice of special meetings of committees and subcommittees shall also be given to all alternate members who shall have the right to attend all meetings of the committee or subcommittee. The Board of Directors Directors, or a in the absence of any such action by the Board of Directors, the applicable committee or subcommittee subcommittee, may also adopt other rules for the government of any committee or subcommitteesubcommittee not inconsistent with the provisions of these bylaws. Any provision in the certificate of incorporation providing that one or more directors shall have more or less than one vote per director on any matter shall apply to voting in any committee or subcommittee, unless otherwise provided in the certificate of incorporation or these bylaws.
Appears in 1 contract
Samples: Business Combination Agreement (ARYA Sciences Acquisition Corp III)