Common use of Quorum and Action Clause in Contracts

Quorum and Action. Except as otherwise expressly required by applicable law, the Certificate or these By-laws, at any meeting of the Board, the presence of at least a majority of the entire Board shall constitute a quorum for the transaction of business; but if there shall be less than a quorum at any meeting of the Board, a majority of those present may adjourn the meeting from time to time. Unless otherwise provided by applicable law, the Certificate or these By-laws, the vote of a majority of the Directors present at any meeting at which a quorum is present shall be necessary for the approval and adoption of any resolution or the approval of any act of the Board.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Consolidated Edison Inc), Merger Agreement (Northeast Utilities System), Merger Agreement (Consolidated Edison Inc)

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Quorum and Action. Except as otherwise expressly required by applicable lawthe Certificate, the Certificate or these By-lawsLaws or applicable law, at any meeting of the Board, the presence of at least a majority of the entire Board number of Directors fixed pursuant to these By-Laws shall constitute a quorum for the transaction of business; but if there shall be less than a quorum at any meeting of the Board, a majority of those present may adjourn the meeting from time to time. Unless otherwise provided by applicable law, the Certificate or these By-lawsLaws, the vote of a majority of the Directors present at any meeting at which a quorum is present shall be necessary for the approval and adoption of any resolution or the approval of any act of the Board.

Appears in 3 contracts

Samples: Merger Agreement (Duke Energy CORP), Merger Agreement (Cinergy Corp), Merger Agreement (Duke Energy Corp)

Quorum and Action. Except as otherwise expressly required by the Certificate, these By- laws or applicable law, the Certificate or these By-laws, at any meeting of the Board, the presence of at least a majority of the entire Board shall constitute a quorum for the transaction of business; but if there shall be less than a quorum at any meeting of the Board, a majority of those present may adjourn the meeting from time to time. Unless otherwise provided by applicable law, the Certificate or these By-laws, the vote of a majority of the Directors present at any meeting at which a quorum is present shall be necessary for the approval and adoption of any resolution or the approval of any act of the Board.

Appears in 2 contracts

Samples: Merger Agreement (System Energy Resources Inc), Merger Agreement (Florida Power & Light Co)

Quorum and Action. Except as Unless provided otherwise expressly required by applicable law, law or the Certificate or these By-lawsof Incorporation, at any meeting of the Board, the presence of at least a majority of the entire Board whole board shall constitute a quorum for the transaction of business; but if there shall be less than a quorum at any meeting of the Board, a majority of those present may adjourn the meeting from time to time. Unless otherwise provided by applicable law, the Certificate or these By-laws, the The vote of a majority of the Directors directors present at any meeting at which a quorum is present shall be necessary for to constitute the approval and adoption of any resolution or the approval of any act of the BoardBoard of Directors.

Appears in 1 contract

Samples: Merger Agreement (Juniper Partners Acquisition Corp.)

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Quorum and Action. Except as otherwise expressly required by applicable law, the Certificate Articles of Incorporation or these By-laws, at any meeting of the Board, the presence of at least a majority one-third of the entire Board shall constitute a quorum for the transaction of business; but if there shall be less than a quorum at any meeting of the Board, a majority of those present may adjourn the meeting from time to time. Unless otherwise provided by applicable law, the Certificate Articles of Incorporation or these By-laws, the vote of a majority of the Directors present (and not abstaining) at any meeting at which a quorum is present shall be necessary for the approval and adoption of any resolution or the approval of any act of the Board.

Appears in 1 contract

Samples: Annual Report

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