Common use of Waiver of Notice and Presumption of Assent Clause in Contracts

Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless 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 be forwarded by 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 11 contracts

Samples: Merger Agreement (Equitrans Midstream Corp), Merger Agreement (EQT Corp), Merger Agreement (Cerevel Therapeutics Holdings, Inc.)

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Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting meeting, except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless 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 be forwarded by 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 9 contracts

Samples: Merger Agreement (Ritchie Bros Auctioneers Inc), Merger Agreement (IAA, Inc.), Merger Agreement (Citrix Systems Inc)

Waiver of Notice and Presumption of Assent. Any member of the board Board of directors Directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless 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 be forwarded by 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 who voted in favor of such action.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (DEX ONE Corp), Agreement and Plan of Merger (Supermedia Inc.), Merger Agreement (DEX ONE Corp)

Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless 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 be forwarded by 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 who voted in favor of such action.

Appears in 4 contracts

Samples: Merger Agreement (Thorne Healthtech, Inc.), Merger Agreement (Option Care Health, Inc.), Merger Agreement (Amedisys Inc)

Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called Galled or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless 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 be forwarded by 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 2 contracts

Samples: Merger Agreement (Xpedx Holding Co), Merger Agreement (Xpedx Holding Co)

Waiver of Notice and Presumption of Assent. Any Director or any member of a committee of the board Board of directors or any committee thereof Directors who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless 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 be forwarded by registered mail to the secretary of the corporation LLC 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 2 contracts

Samples: Limited Liability Company Agreement (Iridium World Communications LTD), Limited Liability Company Agreement (Iridium LLC)

Waiver of Notice and Presumption of Assent. Any Manager or any member of a committee of the board of directors or any committee thereof Managers who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member Manager attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member Manager shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless 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 be forwarded by registered mail to the secretary Secretary of the corporation Company 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 2 contracts

Samples: Limited Liability Company Agreement (Valor Telecommunications Southwest LLC), Limited Liability Company Agreement (Valor Telecommunications Southwest LLC)

Waiver of Notice and Presumption of Assent. Any member of the board Board of directors Directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting meeting, except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting meeting, or unless 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 thereof, or shall be forwarded by 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 2 contracts

Samples: Transaction Agreement (Shermen WSC Acquisition Corp), Transaction Agreement (Shermen WSC Acquisition Corp)

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Waiver of Notice and Presumption of Assent. Any member of the board of directors Board or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting meeting, except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless 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 be forwarded by 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 2 contracts

Samples: Merger Agreement (Pacira BioSciences, Inc.), Merger Agreement (Flexion Therapeutics Inc)

Waiver of Notice and Presumption of Assent. Any member of the board Board of directors Directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary Secretary of the meeting before the adjournment thereof or shall be forwarded by 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 (Xplore Technologies Corp)

Waiver of Notice and Presumption of Assent. Any Director or any member of a committee of the board of directors or any committee thereof Board who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless 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 be forwarded by registered mail to the secretary Secretary of the corporation Company 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: Limited Liability Company Agreement (Valor Telecommunications Southwest LLC)

Waiver of Notice and Presumption of Assent. Any Director or any member of a committee of the board Board of directors or any committee thereof Directors who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless 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 be forwarded by 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.the

Appears in 1 contract

Samples: Limited Liability Company Agreement (Iridium Capital Corp)

Waiver of Notice and Presumption of Assent. Any member of the board of directors Board or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless 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 be forwarded by 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: Business Combination Agreement (Pioneer Merger Corp.)

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