Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Appears in 20 contracts
Samples: Merger Agreement (Trailblazer Merger Corp I), Business Combination Agreement (Golden Arrow Merger Corp.), Merger Agreement (RMG Acquisition Corp. III)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote , and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylawsthis Agreement. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, time until a quorum is shall be present. Notice of such adjournment shall be given to any director not present at such meeting.
Appears in 17 contracts
Samples: Limited Liability Company Agreement (Time Warner Cable Information Services (Texas), LLC), Limited Liability Company Agreement (Charter Communications Entertainment I, LLC), Limited Liability Company Agreement (Cco Holdings Capital Corp)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate presence of Incorporation, at least a majority of the total number of directors Directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present In case at any meeting of the BoardBoard a quorum shall not be present, then the directors any Director present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, time until a quorum is shall be present.
Appears in 16 contracts
Samples: Limited Liability Company Agreement (Abn Amro Bank Nv), Limited Liability Company Agreement (Ubs Preferred Funding Co LLC I), Limited Liability Company Agreement (UBS Preferred Funding Trust VIII)
Quorum. At all meetings of the Board, unless Unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors then in office shall constitute a quorum for the transaction of businessbusiness at all meetings of the Board. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statutethe DGCL, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Appears in 9 contracts
Samples: Unit Purchase Agreement (Dune Acquisition Corp), Business Combination Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (ESGEN Acquisition Corp)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, Board a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the BoardBoard of Directors, except as may be otherwise specifically provided by statute, statute or by the Certificate of Incorporation or these bylawsIncorporation. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 9 contracts
Samples: Bylaws (Chiron Corp), Bylaws (Chiron Corp), Bylaws (Chiron Corp)
Quorum. At all meetings any meeting of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of , but if less than a quorum is present at a meeting, a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, and the meeting may be held as adjourned without notice other than announcement further notice. Any business which might have been transacted at the meeting, until meeting as originally noticed may be transacted at such adjourned meeting at which a quorum is present. For purposes of this section, the total number of directors includes any unfilled vacancies on the Board of Directors.
Appears in 7 contracts
Samples: Business Combination Agreement (Capstar Special Purpose Acquisition Corp.), Merger Agreement (BCTG Acquisition Corp.), Business Combination Agreement (Therapeutics Acquisition Corp.)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a A majority of the total number of authorized directors shall constitute a quorum for at any meeting of the transaction Board of businessDirectors. The vote In the absence of a quorum at any such meeting, a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then 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 is shall be present. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or at a meeting of a committee which authorizes a particular contract or transaction.
Appears in 6 contracts
Samples: Merger Agreement (Kapstone Paper & Packaging Corp), Merger Agreement (WestRock Co), Loan and Security Agreement (Halozyme Therapeutics Inc)
Quorum. At Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these By-Laws, at all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number entire Board of directors Directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate Board of Incorporation or these bylawsDirectors. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 6 contracts
Samples: Arrangement Agreement (Comamtech Inc.), Arrangement Agreement (DecisionPoint Systems, Inc.), Arrangement Agreement (Comamtech Inc.)
Quorum. At all meetings any meeting of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which Less than a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the any meeting from time to time, time and the meeting may be held as adjourned without notice other than announcement at the meeting, until a quorum is presentfurther notice.
Appears in 5 contracts
Samples: Merger Agreement (Edify Acquisition Corp.), Merger Agreement (Unique Logistics International, Inc.), Loan and Security Agreement (908 Devices Inc.)
Quorum. At all meetings of the Board, unless Except as otherwise specifically provided by statute or by the Certificate articles of Incorporationincorporation, a majority of the total number members of the board of directors then in office shall constitute a quorum for of the transaction board of businessdirectors. The vote concurrence of a majority of the directors those present at any meeting at which a quorum is present and voting shall be sufficient to conduct the act business of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylawsboard. If a quorum is not present at any meeting of the Boardpresent, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Appears in 5 contracts
Samples: Merger Agreement (Westland Development Co Inc), Agreement and Plan of Merger (Westland Development Co Inc), Merger Agreement (Westland Development Co Inc)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote , and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation statute or these bylawsthis Agreement. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, time until a quorum is shall be present. Notice of such adjournment shall be given to any director not present at such meeting.
Appears in 5 contracts
Samples: Limited Liability Company Agreement (Charter Communications Inc /Mo/), Limited Liability Company Agreement (Charter Communications Inc /Mo/), Limited Liability Company Agreement (Charter Communications Inc /Mo/)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a A majority of the total number Board of directors Directors shall constitute a quorum for the transaction of business. The vote business at any meeting of the Board of Directors, and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the BoardBoard of Directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these bylaws. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 4 contracts
Samples: Master Transaction Agreement (RTI Surgical Holdings, Inc.), Master Transaction Agreement (Rti Surgical, Inc.), Merger Agreement (Tutogen Medical Inc)
Quorum. At Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board, unless otherwise provided by the Certificate Board of Incorporation, Directors a majority of the total number of directors in office shall constitute a quorum for the transaction of business. The , and the vote of a the majority of the directors present at any a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate Board of Incorporation or these bylawsDirectors. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Centex Construction Products Inc), Merger Agreement (Centex Corp), Merger Agreement (Centex Construction Products Inc)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a A majority of the total number of directors Directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the BoardBoard of Directors, then the directors Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present. Except as otherwise provided by law, the Certificate of Incorporation of the Corporation, these By-Laws or any contract or agreement to which the Corporation is a party, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.
Appears in 3 contracts
Samples: Merger Agreement, Reorganization Agreement (KKR & Co. Inc.), Merger Agreement (KKR & Co. Inc.)
Quorum. At Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these By-laws, at all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate Board of Incorporation or these bylawsDirectors. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 3 contracts
Samples: Acquisition Agreement (Madison Enterprises Group, Inc.), Merger Agreement (China PharmaHub Corp.), Merger Agreement (World Wide Relics Inc.)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate board of Incorporation, directors a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Boardboard of directors, except as may be otherwise specifically provided by statute, statute or by the Certificate of Incorporation or these bylawsIncorporation, as amended. If a quorum is shall not be present at any meeting of the Boardboard of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 3 contracts
Samples: Merger Agreement (GameStop Corp.), Merger Agreement (GameStop Corp.), Merger Agreement (Geeknet, Inc)
Quorum. At Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number entire Board of directors Directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate Board of Incorporation or these bylawsDirectors. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 3 contracts
Samples: Reorganization Agreement (Fidelity National Financial, Inc.), Reorganization Agreement (Cannae Holdings, Inc.), Agreement and Plan of Merger (Kansas City Power & Light Co)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylawsBylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Appears in 3 contracts
Samples: Merger Agreement (CSLM Acquisition Corp.), Business Combination Agreement (Insight Acquisition Corp. /DE), Merger Agreement (BYTE Acquisition Corp.)
Quorum. At all meetings A majority of the Directors serving on the Board, unless otherwise provided by the Certificate of Incorporationincluding at least one Public Director, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority business of the directors present Board. At all times when the Board is conducting business at any a meeting at which a quorum is present shall be the act of the Board, except as may a quorum of the Board must be otherwise specifically provided by statute, the Certificate of Incorporation or these bylawspresent at such meeting. If a quorum is shall not be present at any meeting of the Board, then the directors Directors present thereat at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 3 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement
Quorum. At all meetings of the Boardcommittee meetings, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors then serving on such committee shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Boardcommittee, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Appears in 3 contracts
Samples: Arrangement Agreement and Plan of Merger (Primo Water Corp /CN/), Merger Agreement (Trailblazer Merger Corp I), Arrangement Agreement and Plan of Merger (Primo Water Corp /CN/)
Quorum. At all meetings each meeting of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number of directors fixed hereby (including any vacancies) shall constitute a quorum for the transaction of businessquorum. The vote of a majority of the directors present at any a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, Board of Directors unless the Certificate of Incorporation or these bylawsBylaws shall require a vote of a greater number. If a quorum is not present In case at any meeting of the BoardBoard of Directors a quorum shall not be present, then the directors members of the Board of Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, time until a quorum is shall be present.
Appears in 2 contracts
Samples: Merger Agreement (Intercontinentalexchange Inc), Merger Agreement (Intercontinentalexchange Inc)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a A majority of the total number entire Board of directors Directors shall constitute a quorum for the transaction of business. The vote business at any meeting of the Board of Directors; provided, that if less than a majority of the directors entire Board of Directors are present at any said meeting, a majority of the Directors present may adjourn the meeting from time to time until a quorum is obtained without further notice. The act of the majority of the Board of Directors at a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided Board of Directors unless the act of a greater number is required by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting the By-Laws of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is presentCorporation.
Appears in 2 contracts
Samples: Framework Agreement (Misys PLC), Framework Agreement (Allscripts-Misys Healthcare Solutions, Inc.)
Quorum. At Except as may be otherwise specifically provided by law, the Restated Certificate of Incorporation or these Bylaws, at all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number entire Board of directors Directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 2 contracts
Samples: Merger Agreement (Giant Industries Inc), Merger Agreement (Holly Corp)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a A majority of the total number whole Board of directors Directors shall constitute a quorum for the transaction of business. The vote business at any meeting of the Board of Directors, and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the BoardBoard of Directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these bylaws. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 2 contracts
Samples: Investment Agreement (Transmeridian Exploration Inc), Investment Agreement (Transmeridian Exploration Inc)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business. The vote , and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate Board of Incorporation or these bylawsDirectors. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to timetime to another place, time or date, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 2 contracts
Samples: Merger Agreement (Applied Nanotech Holdings, Inc), Merger Agreement (Hewitt Associates Inc)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors then holding office shall constitute a quorum for the transaction of business. The vote , and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically be provided by statute, the Certificate of Incorporation Charter or these bylawsBylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 2 contracts
Samples: Bylaws (Diagnostic Pathology Management Services Inc), Bylaws (Diagnostic Pathology Management Services Inc)
Quorum. At all meetings of the Board, unless otherwise provided by a majority of the Entire Board ------ (as defined in the Certificate of Incorporation, a majority of the total number of directors ) shall constitute a quorum for the transaction of business. The Except as otherwise set forth in these Bylaws, the vote of a majority of the directors present at any a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any Any meeting of the Board, then the directors present thereat Board may adjourn the be adjourned to meet again at a stated day and hour. Notice of any adjourned meeting from time to time, without notice other than announcement at the meeting, until a quorum is presentneed not be given.
Appears in 2 contracts
Samples: Convertible Subordinated Note Purchase Agreement (Entravision Communications Corp), Roll Up Agreement (Entravision Communications Corp)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a A majority of the total number whole Board of directors Directors shall constitute a quorum for the transaction of business, but in the absence of a quorum a majority of those present (or if only one be present, then that one) may adjourn the meeting, without notice other than announcement at the meeting, until such time as a quorum is present. The Except as may otherwise be required by the Certificate of Incorporation or these Bylaws, the vote of a the majority of the directors present at any a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate Board of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is presentDirectors.
Appears in 2 contracts
Samples: Merger Agreement (iPCS, INC), Merger Agreement (Sprint Nextel Corp)
Quorum. At Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate Board of Incorporation or these bylawsDirectors. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 2 contracts
Samples: Class a Common Stock and Convertible Preferred Stock Subscription Agreement, Subscription Agreement (William Lyon Homes)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote , and the acts of a the majority of the directors present at any a meeting at which a quorum is present shall be the act acts of the Board, Board of Directors except as may be otherwise specifically provided in or required by the Declaration, Articles of Incorporation, these By-Laws or statute. If, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the BoardBoard of Directors, then there shall be less than a quorum present, the directors majority of those present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Appears in 2 contracts
Samples: Declaration of Covenants and Restrictions, Declaration of Covenants and Restrictions
Quorum. At Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number entire Board of directors Directors then in office shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate Board of Incorporation or these bylawsDirectors. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the such meeting, until a quorum is shall be present.
Appears in 2 contracts
Samples: Merger Agreement (Bae Systems PLC), Merger Agreement (BAE Systems, Inc.)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation Incorporation, the Stockholders Agreement or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Appears in 2 contracts
Samples: Arrangement Agreement and Plan of Merger (Primo Water Corp /CN/), Arrangement Agreement and Plan of Merger (Primo Water Corp /CN/)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a A majority of the total number Board of directors Directors shall constitute a quorum for the transaction of business. The vote business at any meeting of the Board of Directors, and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the BoardBoard of Directors, except as may be otherwise specifically provided by statuteapplicable law, by the Certificate of Incorporation or by these bylawsBylaws. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 2 contracts
Samples: Redemption Agreement (SoulCycle Inc.), Redemption Agreement (SoulCycle Inc.)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors Directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors Directors present at any such meeting at which there is a quorum is present shall be the act of the BoardBoard of Directors, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or by these bylawsBylaws. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 2 contracts
Samples: Merger Agreement (Mdu Resources Group Inc), Merger Agreement (Mdu Resources Group Inc)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate Board of Incorporation, Directors a majority of the total number of directors Directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors Directors present at any meeting at which there is a quorum is present shall be the act of the BoardBoard of Directors, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylawslaw. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amc Entertainment Holdings, Inc.), Merger Agreement (Amc Entertainment Inc)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a A majority of the total number whole Board of directors Directors shall constitute a quorum for the transaction of business. The vote , but in the absence of a quorum, a majority of those present (or if only one be present, then that one) may adjourn the directors meeting, without notice other than announcement at the meeting, until such time as a quorum is present. Except as otherwise required by this Agreement, the vote of the majority of the Directors present at any a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate Board of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is presentDirectors.
Appears in 1 contract
Samples: Limited Partnership Agreement (Capmark Finance Inc.)
Quorum. At all meetings of the Board, unless Unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors then in office shall constitute a quorum for the transaction of businessbusiness at all meetings of the Board. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statutethe DGCL, the Certificate of Incorporation or these bylawsBylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Appears in 1 contract
Samples: Business Combination Agreement (Ivanhoe Capital Acquisition Corp.)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the BoardBoard of Directors, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylawsapplicable law. If a quorum is shall not be present at any meeting of the Board, then 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 shall be present.
Appears in 1 contract
Samples: Merger Agreement (Molex Inc)
Quorum. At Except as otherwise provided by law or in these By-laws, at all meetings of the Board, unless otherwise provided by the Certificate Board of Incorporation, Directors a majority of the total number of directors whole Board shall constitute a quorum for the transaction of business. The , and the vote of a majority of the directors present at any a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting A majority of the Boarddirectors present, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until whether or not a quorum is present, may adjourn any meeting to another place, date and time.
Appears in 1 contract
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, board a majority of the total number of directors in office shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Boardboard of directors, except as may be otherwise specifically provided by statute, statute or by the Certificate certificate of Incorporation or these bylawsincorporation. If a quorum is shall not be present at any meeting of the Board, then 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 shall be present.
Appears in 1 contract
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall Directors then in office will constitute a quorum for the transaction of business. The vote Except for actions required by these By-Laws or the Certificate of Incorporation to be taken by a majority of the Whole Board, the act of a majority of the directors Directors present at any meeting at which there is a quorum is present shall will be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors Directors present thereat may adjourn the meeting from time to timetime to another place, time or date, without notice other than announcement at the meeting, until a quorum is present.
Appears in 1 contract
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number of directors Directors at that time in office shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors Directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate Board of Incorporation or these bylawsDirectors. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 1 contract
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, statute or by the Certificate of Incorporation or these bylawsIncorporation. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Appears in 1 contract
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporationboard, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the BoardBoard of Directors, except as may be otherwise specifically provided by statute, statute or by the Certificate Articles of Incorporation or these bylawsIncorporation. If a quorum is shall not be present at any meeting of the Board, then 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 shall be present.
Appears in 1 contract
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors and each committee thereof, a majority of the total number members of directors the Board of Directors or of such committee shall be necessary and sufficient to constitute a quorum for the transaction of business, unless by express provision of law or by the Certificate of Incorporation . The vote If at any meeting of the Board of Directors there shall be less than such a quorum, a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then 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 is shall be present.
Appears in 1 contract
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporationboard, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Boardboard of directors, except as may be otherwise specifically provided by statute, statute or by the Certificate certificate of Incorporation or these bylawsincorporation. If a quorum is shall not be present at any meeting of the Boardboard of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 1 contract
Samples: By Laws (Us Lec Corp)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business. The vote , and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the General Corporation Law of the State of Delaware or by the Certificate of Incorporation or these bylawsIncorporation. If a quorum is shall not be present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 1 contract
Samples: Subscription and Reorganization Agreement (Horseshoe Gaming Holding Corp)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate board of Incorporationdirectors, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Boardboard of directors, except as may be otherwise specifically provided by statute, statute or by the Certificate certificate of Incorporation or these bylawsincorporation. If a quorum is not present at any meeting of the Boardboard of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Appears in 1 contract
Samples: Merger Agreement (Proquest Co)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors then holding office shall constitute a quorum for the transaction of business. The vote , and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically be provided by statute, the Certificate of Incorporation or these bylawsBy-Laws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement announcements at the meeting, until a quorum is shall be present.
Appears in 1 contract
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a A majority of the total number of directors shall be necessary at all meetings to constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is shall not be present at any meeting of the Boardboard of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the meeting as originally notified and called.
Appears in 1 contract
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number of directors at the time in office, present in person or by conference telephone, shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is shall not be present at any meeting of the Boarddirectors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 1 contract
Samples: Merger Agreement (Seaspan CORP)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a A majority of the total number Board of directors Directors shall constitute a quorum for the transaction of business. The vote business at any meeting of the Board of Directors, and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the BoardBoard of Directors, except as may be otherwise specifically provided by statutethe DGCL, by the Certificate of Incorporation or by these bylaws. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 1 contract
Quorum. At Except to the extent provided otherwise in this Article V, at all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote Except to the extent provided otherwise in Section 5.2, the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, time until a quorum is shall be present. Notice of such adjournment shall be given to any director not present at such meeting.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Pinnacle Entertainment Inc)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number entire Board of directors Directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate Board of Incorporation or these bylawsDirectors. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 1 contract
Samples: Merger Agreement (Yahoo Inc)
Quorum. At Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board, unless otherwise provided by the Certificate Board of IncorporationDirectors, a majority of the total number entire Board of directors shall constitute Directors constitutes a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the an act of the Board, except as may be otherwise specifically provided by statute, the Certificate Board of Incorporation or these bylawsDirectors. If a quorum is not present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Appears in 1 contract
Samples: By Laws (Homebase Acquisition, LLC)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate board of Incorporationdirectors, a majority of the total authorized number of directors shall will constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall will be the act of the Boardboard of directors, except as may be otherwise specifically provided by statute, statute or by the Certificate certificate of Incorporation or these bylawsincorporation. If a quorum is not present at any meeting of the Boardboard of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Appears in 1 contract
Samples: Merger Agreement (Cempra, Inc.)
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote business and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the BoardBoard of Directors, except as may be otherwise specifically provided by statutelaw, the Certificate of Incorporation Charter or by these bylawsBylaws. If a quorum is shall not be present at any meeting of the BoardBoard of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is shall be present.
Appears in 1 contract
Samples: Trust Agreement (Saks Inc)
Quorum. At all meetings of the Board, unless otherwise provided by in the Certificate of IncorporationIncorporation or these Bylaws, the presence of a majority of the total number of directors shall Directors will constitute a quorum for the transaction of business. The vote In the absence of a quorum, a majority of the directors Directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, time until a quorum is present. Notice of any adjourned meeting will be given in accordance with Section 3.11.
Appears in 1 contract
Quorum. At all meetings of the Board, unless otherwise provided by the Certificate of Incorporationboard, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote , and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Boardboard of directors, except as may be otherwise specifically provided required by statute, the Certificate articles of Incorporation incorporation or these bylaws. If less than a quorum is not present at any meeting of present, the Board, then the director or directors present thereat may adjourn the meeting from time to time, time without notice other than announcement further notice. Voting by proxy is not permitted at meetings of the meeting, until a quorum is presentboard of directors.
Appears in 1 contract
Quorum. At all meetings any meeting of the Board, unless otherwise provided by the Certificate board of Incorporation, directors a majority --------- ------ of the total number whole board of directors shall constitute a quorum for the transaction of business. The vote , and the act of a majority of the directors present at any meeting at which there is a quorum is present shall be the act of the Boardboard of directors, except as may be otherwise specifically provided required by statute, law or by the Certificate of Incorporation or these bylawsIncorporation. If there is not a quorum is not present at any a meeting of the Boardboard, then a majority of the directors present thereat may adjourn the meeting from time to time, time without notice other than announcement at the meeting, until a quorum is presentfurther notice.
Appears in 1 contract
Quorum. At Except as otherwise required by law or the Certificate of Incorporation, at all meetings of the Board, unless otherwise provided by the Certificate of Incorporation, a majority of the total number of directors directors, excluding any vacancies, shall constitute a quorum for the transaction of businessbusiness at any meeting of the Board. The vote of If at any meeting a quorum is not present, a majority of the directors present may adjourn the meeting periodically without notice other than announcement at any the meeting of the time and place of the adjourned meeting, until a quorum is present. The act of a majority of directors present in person at a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Appears in 1 contract
Samples: Merger Agreement (WPX Energy, Inc.)