Common use of Quorum; Vote Required for Action Clause in Contracts

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation, these bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Appears in 10 contracts

Samples: Agreement and Plan of Merger (Amneal Pharmaceuticals, Inc.), Agreement and Plan of Merger (ZoomInfo Technologies Inc.), Voting Agreement (Cas Medical Systems Inc)

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Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole then appointed Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate The vote of incorporation, these bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board unless the certificate of Directorsincorporation or these bylaws shall require a vote of a greater number. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall be present.

Appears in 6 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Conceptus Inc), Agreement and Plan of Merger (Reckitt Benckiser Group PLC)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes total number of the whole Board of Directors authorized directors shall constitute a quorum for the transaction of business. Except as otherwise provided herein or in cases in which the certificate Certificate of incorporationIncorporation, these bylaws or applicable law otherwise providesrequired by law, the vote of a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Cisco Systems, Inc.), Agreement and Plan of Merger (Splunk Inc), Agreement and Plan of Merger (Broadsoft, Inc.)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which Unless the certificate Certificate of incorporationIncorporation or these Bylaws otherwise provide, these bylaws or applicable law otherwise provides, the vote of a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (GenMark Diagnostics, Inc.), Agreement (Pico Holdings Inc /New), Agreement (UCP, Inc.)

Quorum; Vote Required for Action. At Except as may be otherwise specifically provided by law or this Agreement, at all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate The vote of incorporation, these bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors Directors present at a any meeting of the Board of Directors at which there is a quorum is present shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Targa Energy LP), Limited Liability Company Agreement (Targa Pipeline Partners LP), Limited Liability Company Agreement (Targa Resources Partners LP)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporationincorporation or these by-laws otherwise provide, these bylaws or applicable law otherwise provides, the vote of a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

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/)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority Directors, one-third of the votes of the whole entire Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate The vote of incorporation, these bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. In case at any meeting of the Board of Directors a quorum shall not be present, the Directors present may adjourn the meeting until a quorum shall be present. Each Director shall have one vote.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Enbridge Energy Partners Lp), Enbridge Inc, Enbridge Energy Management L L C

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate Certificate of incorporationIncorporation, these bylaws By-Laws or applicable law otherwise provides, the vote of a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Appears in 2 contracts

Samples: Reclassification Agreement (Sands Richard Et Al), Reclassification Agreement (Constellation Brands, Inc.)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole entire Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate Certificate of incorporationIncorporation or these Bylaws otherwise provide, these bylaws or applicable law otherwise provides, the vote of a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Appears in 2 contracts

Samples: Merger Agreement (Vsource Inc), Merger Agreement (Team America Inc)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority one-third of the votes of the whole entire Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate The vote of incorporation, these bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of DirectorsDirectors unless the certificate of incorporation of the Corporation or these Bylaws shall require a vote of a greater number. In case at any meeting of the Board of Directors a quorum shall not be present, the members of the Board of Directors present may adjourn the meeting from time to time until a quorum shall be present.

Appears in 2 contracts

Samples: Intellectual Property Agreement (Harris Corp /De/), Intellectual Property Agreement (Stratex Networks Inc)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate Certificate of incorporationIncorporation, these bylaws Bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Appears in 2 contracts

Samples: Business Combination Agreement (Maquia Capital Acquisition Corp), Business Combination Agreement (Aurora Technology Acquisition Corp.)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority one third of the votes of the whole entire Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate The vote of incorporation, these bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board unless the Certificate of DirectorsIncorporation or these bylaws shall require a vote of a greater number. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall attend.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ixia), Agreement and Plan of Merger (Ixia)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a The quorum for the transaction of businessbusiness at any meeting of the board of directors shall be a majority of the total number of directors or such greater number or proportion of directors as the board of directors may from time to time determine. Except in cases in which Unless otherwise provided by the certificate of incorporation, these bylaws incorporation or applicable law otherwise provideslaw, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board board of Directorsdirectors.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Cogint, Inc.), Merger Agreement and Plan of Reorganization (Tiger Media, Inc.)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business; provided that Xxxx X. Xxxxxxx or his wife or personal representative shall also be present at such meeting. Except in cases in which the certificate of incorporation, these bylaws or applicable law or this Agreement otherwise providesprovide, the vote of a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors; provided that Xxxx X. Xxxxxxx or his wife or personal representative shall also be present at such meeting.

Appears in 1 contract

Samples: Limited Liability (Inergy L P)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate Certificate of incorporationIncorporation, these bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digitalglobe, Inc.)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation, these bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of DirectorsBoard.

Appears in 1 contract

Samples: Investment and Transaction Agreement (Id Systems Inc)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date or time without further notice thereof. Except in cases in which the certificate of incorporation, these bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Appears in 1 contract

Samples: Restructuring and Exchange Agreement (Xtant Medical Holdings, Inc.)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes five members of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate The vote of incorporation, these bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the five directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.Directors except that the following actions shall require the affirmative vote of seven directors at a meeting at which at least seven directors are present:

Appears in 1 contract

Samples: Educational Video Conferencing Inc

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation, these bylaws by-laws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cole National Corp /De/)

Quorum; Vote Required for Action. At all meetings Unless otherwise required by law, at each meeting of the Board of Directors Directors, the directors entitled to cast presence of a majority of the votes total number of the whole Board of Directors directors shall constitute a quorum for the transaction of business. Except in cases in which as provided otherwise by the certificate law, the vote of incorporation, these bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which where a quorum is present shall be required to approve any matter before the act Board. In case at any meeting of the Board of DirectorsDirectors a quorum shall not be present, the members of the Board of Directors present may by majority vote adjourn the meeting from time to time until a quorum shall attend.

Appears in 1 contract

Samples: Agreement and Plan of Merger

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Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate Certificate of incorporationIncorporation, these bylaws Bylaws or the applicable law otherwise providesprovides (but subject to the terms of any agreement entered into by the Corporation), a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Acamar Partners Acquisition Corp.)

Quorum; Vote Required for Action. At all meetings of the Board of Directors Directors, the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation, these bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Voltari Corp)

Quorum; Vote Required for Action. At all meetings of the Board of Directors Directors, the directors entitled to cast presence of a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate The affirmative vote of incorporation, these bylaws or applicable law otherwise provides, at least a majority of the votes entitled to be cast by the directors Directors present at a any meeting at which there is a quorum is present shall be the act required for all acts of the Board of Directors.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Terra Investment Fund LLC)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate Certificate of incorporationIncorporation or these Bylaws otherwise provide, these bylaws or applicable law otherwise provides, the vote of a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Appears in 1 contract

Samples: Joinder Agreement (Sentinel Energy Services Inc.)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole entire Board of Directors shall constitute a quorum for the transaction of business; provided that at least one Outside Director must be included in any quorum for the transaction of business at any meeting of the Board. Except in cases in which where otherwise provided by law, the certificate Charter or these by-laws, the vote of incorporation, these bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sun Life Insurance & Annuity Co of New York)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast Directors, a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is achieved. Except in cases in which the certificate Certificate of incorporationIncorporation or these Bylaws otherwise provide, these bylaws or applicable law otherwise provides, the vote of a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Iac/Interactivecorp)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes directors then in office, but no no event less than one-third of the whole Board total number of Directors directorships, shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation, incorporation or these bylaws or applicable law otherwise providesprovide, the vote of a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Globix Corp)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole entire Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate The vote of incorporation, these bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board unless the certificate of Directorsincorporation or these Bylaws shall require a vote of a greater number. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall attend.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tekelec)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate Certificate of incorporationIncorporation, these bylaws Bylaws or applicable law any agreement binding upon the Corporation otherwise providesprovide, the vote of a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Appears in 1 contract

Samples: Stock Purchase Agreement (Double Eagle Acquisition Corp.)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation, incorporation or these bylaws or applicable law otherwise providesprovide, the vote of a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Raindance Communications Inc)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole entire Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate The vote of incorporation, these bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board unless the Certificate of DirectorsIncorporation or these Bylaws shall require a vote of a greater number. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall attend.

Appears in 1 contract

Samples: Side Agreement (Tekelec)

Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a A majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation, these bylaws or applicable law otherwise provides, a A majority of the votes entitled directors present, whether or not a quorum is present, may adjourn a meeting to be cast by another time and place. The vote of the majority of the directors present at a meeting at which a quorum is present shall be constitute the act action of the Board of DirectorsBoard.

Appears in 1 contract

Samples: Membership Interests (Iron Eagle Group, Inc.)

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