Common use of Quorum and Manner of Acting Clause in Contracts

Quorum and Manner of Acting. Except as otherwise may be required by law, the certificate of incorporation (including, without limitation, paragraph (b) of Article Fifth thereof) or these bylaws, a majority of the number of directors fixed in accordance with these bylaws, present in person, shall constitute a quorum for the transaction of business at any meeting of the board of directors, and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. If less than a quorum is present at a meeting, the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present. No director may vote or act by proxy or power of attorney at any meeting of the board of directors.

Appears in 4 contracts

Samples: Agreement and Plan of Restructuring and Merger (New Unitedglobalcom Inc), Agreement and Plan of Restructuring and Merger (Liberty Media Corp /De/), Agreement and Plan of Restructuring and Merger (Unitedglobalcom Inc)

AutoNDA by SimpleDocs

Quorum and Manner of Acting. Except as otherwise may be required by law, the certificate of incorporation (including, without limitation, paragraph (bd) of Article Fifth thereof) or these bylaws, a majority of the number of directors fixed in accordance with these bylaws, present in person, shall constitute a quorum for the transaction of business at any meeting of the board of directors, and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. If less than a quorum is present at a meeting, the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present. No director may vote or act by proxy or power of attorney at any meeting of the board of directors.

Appears in 4 contracts

Samples: Agreement and Plan of Restructuring and Merger (Liberty Media Corp /De/), Agreement and Plan of Restructuring and Merger (Liberty Media Corp /De/), Agreement and Plan of Restructuring and Merger (Unitedglobalcom Inc)

Quorum and Manner of Acting. Except as otherwise may be required by law, At all meetings of the certificate Board of incorporation (including, without limitation, paragraph (b) of Article Fifth thereof) or these bylawsDirectors, a majority of the number directors at the time in office (but not less than one-third of directors fixed in accordance with these bylaws, present in person, the whole Board of Directors) shall constitute a quorum for the transaction of business at any meeting of the board of directorsbusiness, and the vote act of a majority of the directors present at a any meeting at which a quorum is present shall be the act of the board Board of directorsDirectors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If less than a quorum is shall not be present at a meetingany meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time time, without further notice other than announcement at the meeting, until a quorum shall be present. No director may vote or act by proxy or power of attorney at any meeting of the board of directors.

Appears in 2 contracts

Samples: Merger Agreement (Memry Corp), Securities Purchase Agreement (Pinnacle Holdings Inc)

AutoNDA by SimpleDocs

Quorum and Manner of Acting. Except as otherwise may be required by law, At all meetings of the certificate Board of incorporation (including, without limitation, paragraph (b) of Article Fifth thereof) or these bylawsDirectors, a majority of the number directors at the time in office (but not less than one-third of directors fixed in accordance with these bylaws, present in person, the whole Board of Directors) shall constitute a quorum for the transaction of business at any meeting of the board of directorsbusiness, and the vote act of a majority of the directors present at a any meeting at which a quorum is present shall be the act of the board Board of directorsDirectors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If less than a quorum is shall not be present at a meetingany meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time time, without further notice other than announcement at the meetingMeeting, until a quorum shall be present. No director may vote or act by proxy or power of attorney at any meeting of the board of directors.

Appears in 1 contract

Samples: Merger Agreement (MSR Exploration LTD)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!