Common use of Presumption of Assent Clause in Contracts

Presumption of Assent. A member of a committee of the Board of Directors who is present at a meeting of such committee at which action on any corporate matter is taken shall be presumed to have assented to such action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward any dissent by certified or registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Appears in 6 contracts

Samples: Stock Purchase Agreement (Chaparral Energy, Inc.), Merger Agreement (Edge Petroleum Corp), Merger Agreement (United Refining Energy Corp)

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Presumption of Assent. A member of a committee Member of the Board of Directors Company who is present at a meeting of such committee the Members at which action on any corporate matter is taken shall be presumed to have assented to such the action taken, unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward any such dissent by certified or registered mail to the Secretary secretary of the Corporation meeting immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a Member who voted in favor of such action.

Appears in 5 contracts

Samples: Operating Agreement (Ruth's Chris Steak House Texas, L.P.), Operating Agreement (Ruth's Chris Steak House Texas, L.P.), Limited Liability Company Agreement (Conning Corp)

Presumption of Assent. A member of a committee Member of the Board of Directors Company, who is present at a meeting of such committee the Members, at which action on any corporate matter mailer is taken taken, shall be presumed to have assented to such the action taken, unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward any such dissent by certified or registered mail to the Secretary secretary of the Corporation meeting immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a Member who voted in favor of such action.

Appears in 3 contracts

Samples: Operating Agreement (Basic Technologies Inc), Operating Agreement (Basic Technologies Inc), Operating Agreement (Basic Technologies Inc)

Presumption of Assent. A member of a committee director of the Board of Directors Corporation who is present at a meeting of such committee the Board of Directors at which action on any corporate matter is taken shall be presumed to presumed, to. have assented to such the action taken unless his his/her dissent shall be entered in m'to the minutes of the meeting or unless he he/she shall file his written dissent to such action with the person acting as secretary the Secretary of the meeting before the adjournment thereof thereof, or shall forward any such dissent by certified or registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a director who voted in favor of such action.

Appears in 3 contracts

Samples: By Laws (Stemcell Global Research Inc), By Laws (Stemcell Global Research Inc), By Laws (Stemcell Global Research Inc)

Presumption of Assent. A member of a committee director of the Board of Directors Corporation who is present at a the meeting of such committee the board of directors at which action on any corporate matter is taken shall be presumed to have assented to such the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward any dissent by certified or registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a director who voted in favor of such action.

Appears in 3 contracts

Samples: Merger Agreement (Ezcorp Inc), Merger Agreement (Ero Inc), Agreement and Plan of Merger (Evergreen Media Corp)

Presumption of Assent. A member of a committee director of the Board of Directors Corporation who is present at a meeting of such committee the Board of Directors at which action on any corporate matter is taken shall be presumed to presumed, to. have assented to such the action taken unless his his/her dissent shall be entered in into the minutes of the meeting or unless he he/she shall file his written dissent to such action with the person acting as secretary the Secretary of the meeting before the adjournment thereof thereof, or shall forward any such dissent by certified or registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a director who voted in favor of such action.

Appears in 3 contracts

Samples: By Laws (Stemcell Global Research Inc), By Laws (Stemcell Global Research Inc), By Laws (Stemcell Global Research Inc)

Presumption of Assent. A member of a committee of the Board of Directors Company who is present at a meeting of such committee the members at which action on any corporate matter is taken taken, shall be presumed to have assented to such the action taken, unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward any such dissent by certified or registered mail to the Secretary secretary of the Corporation meeting immediately after the adjournment of the meeting. Such right to dissent shall not apply to any a member who voted in favor of such action.

Appears in 2 contracts

Samples: Operating Agreement (GLCC Laurel, LLC), Operating Agreement (Crompton Colors INC)

Presumption of Assent. A member of a committee Member of the Board of Directors Company who is present at a meeting of such committee the Members at which action on any corporate matter is taken shall will be presumed to have assented to such the action taken, unless his dissent shall be is entered in the minutes of the meeting or unless he shall file files his written dissent to such the action with the person acting as the secretary of the meeting before the adjournment thereof of the meeting or shall forward any forwards his/her dissent by certified or registered mail to the Secretary secretary of the Corporation meeting immediately after the adjournment of the meeting. Such The right to dissent shall will not apply to any member a Member who voted in favor of such the action.

Appears in 2 contracts

Samples: Operating Agreement (Unwired Telecom Corp), Operating Agreement (Biltmore Group of Louisiana LLC)

Presumption of Assent. A member of a committee of the Board of Directors Director who is present at a meeting of such committee the board of Directors at which action on any corporate Company matter is taken shall be presumed to have assented to such the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to from such action with the person acting as the chairman or co-chairman or secretary of the meeting before the adjournment thereof or shall forward any such dissent by certified or registered mail post to the Secretary of the Corporation such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a Director who voted in favor favour of such action.

Appears in 2 contracts

Samples: Business Combination Agreement (Netfin Acquisition Corp.), Investment Agreement (FGL Holdings)

Presumption of Assent. A member of a committee director of the Board of Directors Corporation who is present at a meeting of such the Board of Directors or any committee designated by the Board at which action on any corporate matter is taken shall be presumed deemed to have assented to such the action taken unless his dissent shall be is entered in the minutes of the meeting or unless he shall file files his written dissent to such action with the person acting as secretary the Secretary of the meeting before the adjournment thereof or shall forward any forwards such dissent by certified or registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a director who voted in favor of such action.

Appears in 2 contracts

Samples: Subscription and Organizational Agreement (Alterra Healthcare Corp), Purchase Agreement (Alterra Healthcare Corp)

Presumption of Assent. A member of a committee Director of the Board of Directors Corporation who is present at a meeting of such committee the Board at which action on any corporate matter is taken shall be conclusively presumed to have assented to such the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary the Secretary of the meeting before the adjournment thereof or shall forward any his dissent by certified or registered mail in the manner for giving the notice provided in Section 5.1 to the Secretary of the Corporation immediately after the adjournment of the meeting. Such This right to dissent shall not apply be available to any member a Director who voted in favor of such an action.

Appears in 1 contract

Samples: Credit Agreement (Range Resources Corp)

Presumption of Assent. A member of a committee Member of the Board of Directors Company who is present at a meeting of such committee the Members at which action on any corporate matter is taken shall taken, will be presumed to have assented to such the action taken, unless his dissent shall be is entered in the minutes of the meeting or unless he shall file files his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof thereof, or shall forward any unless he forwards such dissent by certified or registered mail to the Secretary secretary of the Corporation meeting immediately after the adjournment of the meeting. Such right to dissent shall will not apply to any member a Member who voted in favor of such action.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (GulfStar Energy, Inc.)

Presumption of Assent. A member of a committee of the Board of Directors Director or alternate Director who is present at a meeting of such committee the Board at which action on any corporate Company matter is taken shall be presumed to have assented to such the action taken unless his their dissent shall be entered in the minutes of the meeting or unless he they shall file his their written dissent to from such action with the person acting as the chairperson or secretary of the meeting before the adjournment thereof or shall forward any such dissent by certified or registered mail post to the Secretary of the Corporation such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a Director or alternate Director who voted in favor favour of such action.

Appears in 1 contract

Samples: Business Combination Agreement (Namib Minerals)

Presumption of Assent. A member of a committee of the Board of Directors Director who is present at a meeting of such committee the board of Directors at which action on any corporate Company matter is taken shall be presumed to have assented to such the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward any such dissent by certified or registered mail post to the Secretary of the Corporation such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a Director who voted in favor favour of such action.

Appears in 1 contract

Samples: Business Combination Agreement (Queen's Gambit Growth Capital)

Presumption of Assent. A member of a committee of the Policy Board of Directors Member who is present at a meeting of such committee the Policy Board at which action on any corporate matter is taken shall be presumed to have assented to such the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward any such dissent by certified or registered mail to the Secretary secretaries of the Corporation Company and GCOA immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a Policy Board Member who voted in favor of such action.

Appears in 1 contract

Samples: Service Agreement (Specialty Care Network Inc)

Presumption of Assent. A member of a committee director of the Board of Directors Corporation who is present at a any meeting of such committee the board of directors at which action on any corporate matter is taken shall be presumed to have assented to such the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward any dissent by certified or registered mail to the Secretary secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a director who voted in favor of such action.

Appears in 1 contract

Samples: Merger Agreement (American Physicians Insurance CO)

Presumption of Assent. A member of a committee of the Policy Board of Directors Member who is present at a meeting of such committee the Policy Board at which action on any corporate matter is taken shall be presumed to have assented to such the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward any such dissent by certified or registered mail to the Secretary secretaries of the Corporation Company and TOC immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a Policy Board Member who voted in favor of such action.

Appears in 1 contract

Samples: Service Agreement (Specialty Care Network Inc)

Presumption of Assent. A Board member of a committee of the Board of Directors Organization who is present at a meeting of such committee the Board of Directors at which decision or action on any corporate matter business of the Organization is taken shall be presumed to have assented to such the decision or action unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his a written dissent to such decision or action with the person acting as the secretary of the meeting before the adjournment thereof of the meeting, or shall forward any forwards such dissent by certified or registered mail to the Secretary of the Corporation Organization immediately after the adjournment of the meeting. Such right to dissent shall not apply to any a Board member who voted in favor of such action.

Appears in 1 contract

Samples: Bylaws

Presumption of Assent. A member of a committee of the Policy Board of Directors Member who is present at a meeting of such committee the Policy Board at which action on any corporate matter is taken shall be presumed to have assented to such the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward any such dissent by certified or registered mail to the Secretary secretaries of the Corporation Company and ROA II immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a Policy Board Member who voted in favor of such action.

Appears in 1 contract

Samples: Service Agreement (Specialty Care Network Inc)

Presumption of Assent. A member of a committee of the Policy Board of Directors Member who is present at a meeting of such committee the Policy Board at which action on any corporate matter is taken shall be presumed to have assented to such the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward any such dissent by certified or registered mail to the Secretary secretaries of the Corporation Company and VERO II immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a Policy Board Member who voted in favor of such action.

Appears in 1 contract

Samples: Service Agreement (Specialty Care Network Inc)

Presumption of Assent. A member of a committee Director of the Board of Directors Corporation who is present at a meeting of such committee the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to such the action taken unless his his/her dissent shall be entered in the minutes of the meeting or unless he he/she shall file his his/her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward any such dissent by certified or registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. meeting Such right to dissent shall not apply to any member a Director who voted in favor of such action.

Appears in 1 contract

Samples: Merger Agreement (Amerasia Khan Enterprises Ltd.)

Presumption of Assent. A member of a committee director of the Board of Directors Corporation who is --------------------- present at a the meeting of such committee the board of directors at which action on any corporate matter is taken shall be presumed to have assented to such the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward any dissent by certified or registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a director who voted in favor of such action.

Appears in 1 contract

Samples: Merger Agreement (Evergreen Media Corp)

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Presumption of Assent. A member of a committee Director of the Board of Directors Corporation who is present at a meeting of such committee the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to such the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary the Secretary of the meeting before the adjournment thereof thereof, or shall forward any such dissent by certified or registered mail to the Secretary of the Corporation immediately im- mediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a Director who voted in favor of such action.

Appears in 1 contract

Samples: Intergovernmental Agreement

Presumption of Assent. A member of a committee Director of the Board of Directors corporation who is present at a meeting of such committee the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to such the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary Secretary of the meeting before the adjournment thereof or shall forward any such dissent by certified or registered mail to the Secretary of the Corporation corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a Director who voted in favor of such action.

Appears in 1 contract

Samples: Share Exchange Agreement

Presumption of Assent. A member of a committee Member of the Board of Directors Company, who is present at a meeting of such committee the Members at which action on any corporate matter is taken taken, shall be presumed to have assented to such the action taken, unless his their dissent shall be entered in the minutes of the meeting or unless he they shall file his their written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward any such dissent by certified or registered mail to the Secretary secretary of the Corporation meeting immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a Member who voted in favor of such action.

Appears in 1 contract

Samples: Operating Agreement (Hawker Beechcraft Quality Support Co)

Presumption of Assent. 36.1 A member of a committee of the Board of Directors Director who is present at a meeting of such committee the Board at which action on any corporate Company matter is taken shall be presumed to have assented to such the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to from such action with the person acting as secretary the chairperson or Secretary of the meeting before the adjournment thereof or shall forward any such dissent by certified or registered mail post to the Secretary of the Corporation such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a Director who voted in favor favour of such action.

Appears in 1 contract

Samples: Business Combination Agreement (Ajax I)

Presumption of Assent. A member of a committee Director of the Board of Directors Corporation who is present at a meeting of such the Board of Directors or a committee thereof of which he or she is a member, at which action on any corporate matter is taken taken, shall be presumed to have assented to such the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his her written dissent to such action is filed with the person acting as secretary the Secretary of the meeting before the adjournment thereof or shall forward any such dissent by certified or registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a Director who voted in favor of such action.

Appears in 1 contract

Samples: Merger Agreement

Presumption of Assent. A member of a committee of the Board of Directors who is Principal Member present at a meeting of such committee the Members at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless the dissent of such action unless his dissent Member shall be entered in the minutes of the meeting or unless he such Member shall file his a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward any such dissent by certified or registered mail to the Secretary secretary of the Corporation meeting immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a Member who voted in favor of such action.

Appears in 1 contract

Samples: Operating Agreement

Presumption of Assent. A member of a committee director of the Board of Directors Corporation who is present at a meeting of such committee the Board at which action on any corporate matter is taken shall be presumed to have assented to such the action taken unless his or her dissent or abstention shall be entered in the minutes of the meeting or unless he or she shall file his a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward any such dissent by certified or registered mail to the Secretary secretary of the Corporation immediately within five days after the adjournment date a copy of the meetingminutes of the meeting is received. Such right to dissent shall not apply to any member a director who voted in favor of such action.

Appears in 1 contract

Samples: Proxy Statement (Golden State Bancorp Inc)

Presumption of Assent. A member of a committee Member of the Board of Directors Company who is present at a meeting of such committee the Members at which action on any corporate matter is taken shall be presumed to have assented to such the action taken, unless his dissent shall be or abstention is entered in the minutes of the meeting or unless he shall file his written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward any such dissent or abstention by certified or registered mail to the Secretary secretary of the Corporation meeting immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to any member a Member who voted in favor of such action.

Appears in 1 contract

Samples: Equity Purchase Agreement (True Nature Holding, Inc.)

Presumption of Assent. A member of a committee of the Policy Board of Directors Member who is present at a meeting of such committee the Policy Board at which action on any corporate matter is taken shall be presumed to have assented to such the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward any such dissent by certified or registered mail to the Secretary secretaries of the Corporation Company and Princeton II immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a Policy Board Member who voted in favor of such action.

Appears in 1 contract

Samples: Service Agreement (Specialty Care Network Inc)

Presumption of Assent. A Any member of a the board of directors or any committee of the Board of Directors thereof who is present at a meeting of such committee at which action on any corporate matter is taken shall be conclusively presumed to have assented to such any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he shall file his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall forward any dissent be forwarded by certified or registered mail to the Secretary secretary of the Corporation corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Appears in 1 contract

Samples: Merger Agreement (Keypath Education International, Inc.)

Presumption of Assent. A member of a committee of the Board of Directors who is Member present at a meeting of such committee the Members at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless the dissent of such action unless his dissent Member shall be entered in the minutes of the meeting or unless he such Member shall file his a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward any such dissent by certified or registered mail to the Secretary secretary of the Corporation meeting immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a Member who voted in favor of such action.

Appears in 1 contract

Samples: Operating Agreement (Red Oak Hereford Farms Inc)

Presumption of Assent. A member of a committee of the Board of Directors Director who is present at a meeting of such committee the board of Directors at which action on any corporate Company matter is taken shall be presumed to have assented to such the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to from such action with the person acting as chairman or as a co-chairman or secretary of the meeting before the adjournment thereof or shall forward any such dissent by certified or registered mail post to the Secretary of the Corporation such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a Director who voted in favor favour of such action.

Appears in 1 contract

Samples: Business Combination Agreement (StoneBridge Acquisition Corp.)

Presumption of Assent. A member of a committee of the Board of Directors director who is present at a meeting of such committee at which the Board when corporate action on any corporate matter is taken shall be presumed is deemed to have assented to all action taken at the meeting unless such action unless his director's dissent shall be entered in the minutes of the meeting or unless he the director shall file his a written dissent to such action with the person acting as secretary the Secretary of the meeting before the adjournment thereof or shall forward any such dissent by certified or registered mail to the Secretary of the Corporation corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a director who voted in favor of such action.

Appears in 1 contract

Samples: Intergovernmental Agreement

Presumption of Assent. A member of a committee director of the Board of Directors corporation who is present at a meeting of such committee the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to such the action taken unless his or her dissent shall be entered in into the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward any such dissent by certified or registered mail to the Secretary of the Corporation corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member a director who voted in favor of such action.

Appears in 1 contract

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

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