Common use of CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE Clause in Contracts

CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to 5:00 pm Eastern Time on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken. In lieu of fixing a record date, the Board may provide that the share transfer books shall be closed for a stated period but not longer than 20 days. If the share transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days before the date of such meeting. If no record date is fixed and the share transfer books are not closed for the determination of stockholders, (a) the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at 5:00 pm Eastern Time on the day on which the notice of meeting is mailed or the 30th day before the meeting, whichever is the closer date to the meeting; and (b) the record date for the determination of stockholders entitled to receive payment of a dividend or an allotment of any other rights shall be 5:00 pm Eastern Time on the day on which the resolution of the directors, declaring the dividend or allotment of rights, is adopted. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except when (i) the determination has been made through the closing of the transfer books and the stated period of closing has expired or (ii) the meeting is adjourned to a date more than 120 days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein.

Appears in 4 contracts

Samples: And Restated Agreement and Plan of Merger (Medley Capital Corp), Employment Agreement (Sierra Income Corp), Employment Agreement (Medley Management Inc.)

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CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board may set, in advance, a record date for For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining any adjournment thereof, or stockholders entitled to receive payment of any dividend or the allotment of any other rightsdividend, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to 5:00 pm Eastern Time on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken. In lieu of fixing a record date, the Board directors of the corporation may provide that the share stock transfer books shall be closed for a stated period but not longer than 20 to exceed, in any case, thirty days. If the share stock transfer books are shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten thirty days before the date of immediately preceding such meeting. In lieu of closing the stock transfer books, the directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than thirty days and, in case of a meeting of stockholders, not less than thirty days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If the stock transfer books are not closed and no record date is fixed and the share transfer books are not closed for the determination of stockholders, (a) the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at 5:00 pm Eastern Time on the day on which the notice of meeting is mailed stockholders, or the 30th day before the meeting, whichever is the closer date to the meeting; and (b) the record date for the determination of stockholders entitled to receive payment of a dividend dividend, the date on which notice of the meeting is mailed or an allotment of any other rights shall be 5:00 pm Eastern Time on the day date on which the resolution of the directors, directors declaring the such dividend or allotment of rights, is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except when (i) the determination has been made through the closing of the transfer books and the stated period of closing has expired or (ii) the meeting is adjourned to a date more than 120 days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Globecomm Systems Inc), Stock Purchase Agreement (Globecomm Systems Inc)

CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board may set, in advance, a record date for For the purpose of determining stockholders shareholders entitled to notice of or to vote at any meeting of stockholders shareholders or determining stockholders any adjournment thereof, or shareholders entitled to receive payment of any dividend or the allotment of any other rightsdividend, or in order to make a determination of stockholders shareholders for any other proper purpose. Such date, in any case, shall not be prior to 5:00 pm Eastern Time on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken. In lieu of fixing a record date, the Board of Directors of the corporation may provide that the share transfer books shall be closed for a stated period but not longer than 20 to exceed, in any case, sixty days. If the share transfer books are shall be closed for the purpose of determining stockholders shareholders entitled to notice of or to vote at a meeting of stockholdersshareholders, such books shall be closed for at least ten days before the date of immediately preceding such meeting. If no In lieu of closing the share transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is fixed and to be taken. If the share transfer books are not closed and no record date is fixed for the determination of stockholdersshareholders, (a) the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at 5:00 pm Eastern Time on the day on which the notice of meeting is mailed or the 30th day before the meeting, whichever is the closer date to the meeting; and (b) the record date for the determination of stockholders shareholders entitled to receive payment of a dividend dividend, the date on which notice of the meeting is mailed or an allotment of any other rights shall be 5:00 pm Eastern Time on the day date on which the resolution of the directors, Board of Directors declaring the such dividend or allotment of rights, is adopted. When a , as the case may be, shall be the record date for such determination of stockholders shareholders entitled to vote at any meeting of stockholders shareholders. When a determination of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except when (i) the determination has been made through the closing of the transfer books and the stated period of closing has expired or (ii) the meeting is adjourned to a date more than 120 days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein.

Appears in 2 contracts

Samples: Employment Agreement (Coyote Sports Inc), Employment Agreement (Coyote Sports Inc)

CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board may set, in advance, a record date for For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining any adjournment thereof, or stockholders entitled to receive payment of any dividend or the allotment of any other rightsdividend, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to 5:00 pm Eastern Time on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken. In lieu of fixing a record date, the Board directors of the corporation may provide that the share stock transfer books shall be closed for a stated period but not longer than 20 to exceed, in any case, 30 days. If the share stock transfer books are shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten 15 days before the date of immediately preceding such meeting. In lieu of closing the stock transfer books, the directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than 5 days and, in case of a meeting of stockholders, not less than 2 days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If the stock transfer books are not closed and no record date is fixed and the share transfer books are not closed for the determination of stockholders, (a) the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at 5:00 pm Eastern Time on the day on which the notice of meeting is mailed stockholders, or the 30th day before the meeting, whichever is the closer date to the meeting; and (b) the record date for the determination of stockholders entitled to receive payment of a dividend dividend, the date on which notice of the meeting is mailed or an allotment of any other rights shall be 5:00 pm Eastern Time on the day date on which the resolution of the directors, directors declaring the such dividend or allotment of rights, is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except when (i) the determination has been made through the closing of the transfer books and the stated period of closing has expired or (ii) the meeting is adjourned to a date more than 120 days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein.

Appears in 2 contracts

Samples: Plan and Agreement of Triangular Merger (Ars Networks Inc), Plan and Agreement of Triangular Merger (Ars Networks Inc)

CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board Trustees may set, in advance, a record date for the purpose of determining stockholders shareholders entitled to notice of or to vote at any meeting of stockholders shareholders or determining stockholders shareholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders shareholders for any other proper purpose. Such date, in any case, shall not be prior to 5:00 pm Eastern Time the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, shareholders not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders shareholders of record is to be held or taken. In lieu of fixing a record date, the Board Trustees may provide that the share transfer books shall be closed for a stated period but not longer than 20 days. If the share transfer books are closed for the purpose of determining stockholders shareholders entitled to notice of or to vote at a meeting of stockholdersshareholders, such books shall be closed for at least ten days before the date of such meeting. If no record date is fixed and the share transfer books are not closed for the determination of stockholdersshareholders, (a) the record date for the determination of stockholders shareholders entitled to notice of or to vote at a meeting of stockholders shareholders shall be at 5:00 pm Eastern Time the close of business on the day on which the notice of meeting is mailed or the 30th day before the meeting, whichever is the closer date to the meeting; and (b) the record date for the determination of stockholders shareholders entitled to receive payment of a dividend or an allotment of any other rights shall be 5:00 pm Eastern Time the close of business on the day on which the resolution of the directorsTrustees, declaring the dividend or allotment of rights, is adopted. When a determination of stockholders shareholders entitled to vote at any meeting of stockholders shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except when (i) the determination has been made through the closing of the transfer books and the stated period of closing has expired or (ii) the meeting is adjourned to a date more than 120 days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein.

Appears in 2 contracts

Samples: Employment Agreement (Kranzco Realty Trust), Employment Agreement (Cv Reit Inc)

CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board may setboard of directors of the Corporation has the power to close the transfer books of the Corporation for a period not exceeding 70 days preceding the date of any meeting of shareholders or the date of payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of shares goes into effect. However, in advancelieu of closing the stock transfer books, the board of directors may fix in advance a date, not exceeding 70 days preceding the dates of the aforenamed occurrences, as a record date for the purpose determination of determining stockholders the shareholders entitled to notice of or of, and to vote at at, any such meeting of stockholders and any adjournment thereof, or determining stockholders entitled to receive payment of any such dividend or the to any such allotment of any other rights, or to exercise the rights in order to make a determination respect of stockholders for any other proper purposesuch change, conversion or exchange of shares. Such date, in any In such case, shall not be prior to 5:00 pm Eastern Time such shareholders, and only such shareholders as are shareholders of the Corporation of record on the day date of closing the transfer books or on the record date is fixed so fixed, are entitled to notice of, and shall be not more than 90 days andto vote at, in such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of a meeting any shares on the books of stockholders, not less than ten days, before the Corporation after such date on which of closing of the meeting or particular action requiring such determination of stockholders of record is to be held or taken. In lieu of fixing a record date, the Board may provide that the share transfer books shall be closed for a stated period but not longer than 20 daysor such record date so fixed. If the share board of directors does not close the transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at set a meeting of stockholders, such books shall be closed for at least ten days before the date of such meeting. If no record date is fixed and the share transfer books are not closed for the determination of stockholders, (a) the record date for the determination of stockholders the shareholders entitled to notice of or of, and to vote at at, a meeting of stockholders shall be shareholders, only the shareholders who are shareholders of record at 5:00 pm Eastern Time the close of business on the 20th day on which preceding the date of the meeting are entitled to notice of, and to vote at, the meeting and any adjournment of the meeting. However, if prior to the meeting written waivers of notice of the meeting are signed and delivered to the Corporation by all of the shareholders of record at the time the meeting is mailed or convened, only the 30th day before shareholders who are shareholders of record at the meeting, whichever time the meeting is the closer date to the meeting; and (b) the record date for the determination of stockholders entitled to receive payment of a dividend or an allotment of any other rights shall be 5:00 pm Eastern Time on the day on which the resolution of the directors, declaring the dividend or allotment of rights, is adopted. When a determination of stockholders convened are entitled to vote at any the meeting of stockholders has been made as provided in this section, such determination shall apply to and any adjournment thereof, except when (i) the determination has been made through the closing of the transfer books and the stated period of closing has expired or (ii) the meeting is adjourned to a date more than 120 days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein.

Appears in 2 contracts

Samples: Settlement Agreement (Rightchoice Managed Care Inc), Settlement Agreement (Rightchoice Managed Care Inc)

CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of Trustees may set, in advance, a record date for the purpose of determining stockholders shareholders entitled to notice of or to vote at any meeting of stockholders shareholders or determining stockholders shareholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders shareholders for any other proper purpose. Such date, in any case, shall not be prior to 5:00 pm Eastern Time the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholdersshareholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders shareholders of record is to be held or taken. In lieu of fixing a record date, the Board of Trustees may provide that the beneficial interest or share transfer books shall be closed for a stated period but not longer than 20 days. If the share such transfer books are closed for the purpose of determining stockholders shareholders entitled to notice of or to vote at a meeting of stockholdersshareholders, such transfer books shall be closed for at least ten days before the date of such meeting. If no record date is fixed and the beneficial interest or share transfer books are not closed for the determination of stockholdersshareholders, (a) the record date for the determination of stockholders shareholders entitled to notice of or to vote at a meeting of stockholders shareholders shall be at 5:00 pm Eastern Time the close of business on the day on which the notice of meeting is mailed or the 30th day before the meeting, whichever is the closer date to the meeting; and (b) the record date for the determination of stockholders shareholders entitled to receive payment of a dividend or an allotment of any other rights shall be 5:00 pm Eastern Time the close of business on the day on which the resolution of the directorsTrustees, declaring the dividend or allotment of rights, is adopted. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except when (i) the determination has been made through the closing of the transfer books and the stated period of closing has expired or (ii) the meeting is adjourned to a date more than 120 days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein.

Appears in 1 contract

Samples: Shared Services Agreement (Mack Cali Realty L P)

CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board In order that the Corporation may set, in advance, a record date for determine the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders stockholders, or determining stockholders entitled to receive payment of any dividend or the other distribution or allotment of any other rightsrights or to exercise any rights in respect of any change, conversion or in order to make a determination exchange of stockholders stock or for the purpose of any other proper purpose. Such lawful action, the Board of Directors may fix a record date, in any case, which record date shall not be prior to 5:00 pm Eastern Time precede the date on which the day resolution fixing the record date is fixed and shall be not more than 90 days adopted and, in the case of a meeting of stockholders, which record date shall not be more than sixty (60) nor less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken. In lieu of fixing a record date, the Board may provide that the share transfer books shall be closed for a stated period but not longer than 20 days. If the share transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such meeting. If other action as hereinbefore described; provided, however, that if no record date is fixed and by the share transfer books are not closed for the determination Board of stockholdersDirectors, (a) the record date for the determination of determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at 5:00 pm Eastern Time the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting is mailed or the 30th day before the meeting, whichever is the closer date of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting (including by telegram, cablegram or other electronic communication as permitted by law), the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten (b10) days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by the General Corporation Law of the State of Delaware, the record date shall be the first date on which a consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article II, Section 10 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the General Corporation Law of the State of Delaware with respect to the proposed action by consent of the stockholders without a meeting, the record date for the determination of determining stockholders entitled to receive payment of consent to corporate action without a dividend or an allotment of any other rights meeting shall be 5:00 pm Eastern Time at the close of business on the day on which the Board of Directors adopts the resolution of the directors, declaring the dividend or allotment of rights, is adopted. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, taking such determination shall apply to any adjournment thereof, except when (i) the determination has been made through the closing of the transfer books and the stated period of closing has expired or (ii) the meeting is adjourned to a date more than 120 days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth hereinprior action.

Appears in 1 contract

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

CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board may set, in advance, a record date for For the purpose of determining stockholders shareholders entitled to notice of or to vote at any meeting of stockholders shareholders or determining stockholders any adjournment thereof, or shareholders entitled to receive payment of any dividend or the allotment of any other rightsdividend, or in order to make a determination of stockholders shareholders for any other proper purpose. Such date, in any case, shall not be prior to 5:00 pm Eastern Time on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken. In lieu of fixing a record date, the Board of Directors of the corporation may provide that the share stock transfer books shall be closed for a stated period but not longer than 20 to exceed, in any case, seventy (70) days. If the share stock transfer books are shall be closed for the purpose of determining stockholders shareholders entitled to notice of or to vote at a meeting of stockholdersshareholders, such books shall be closed for at least ten (10) days before the date of immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any determination of shareholders, such date in any case to be not more than seventy (70) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed and the share transfer books are not closed for the determination of stockholders, (a) the record date for the determination of stockholders shareholders entitled to notice of or to vote at a meeting of stockholders shall be at 5:00 pm Eastern Time on the day on which the notice of meeting is mailed shareholders, or the 30th day before the meeting, whichever is the closer date to the meeting; and (b) the record date for the determination of stockholders shareholders entitled to receive payment of a dividend or an allotment of any other rights shall be 5:00 pm Eastern Time on dividend, the day date on which notice of the meeting is mailed or the date on which resolution of the directors, Board of Directors declaring the such dividend or allotment of rights, is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of stockholders shareholders entitled to vote at any meeting of stockholders shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except when (i) the determination has been made through the closing of the transfer books and the stated period of closing has expired or (ii) the meeting is adjourned to a date more than 120 days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein.

Appears in 1 contract

Samples: Share Exchange Agreement

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CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board may set, in advance, a record date for For the purpose of determining stockholders shareholders entitled to notice of or to vote at any meeting of stockholders shareholders or determining stockholders any adjournment thereof, or entitled to receive payment of any dividend or the allotment of any other rightsdividend, or in order to make a determination of stockholders shareholders for any other proper purpose. Such date, in any case, shall not be prior to 5:00 pm Eastern Time on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken. In lieu of fixing a record date, the Board of Directors of the Corporation may provide that the share stock transfer books shall be closed for a stated period but not longer than 20 to exceed, in any case, seventy (70) days. If the share stock transfer books are shall be closed for the purpose of determining stockholders shareholders entitled to notice of or to vote at a meeting of stockholdersshareholders, such books shall be closed for at least ten (10) days before the date of immediately preceding such meeting. If In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. Except as provided in the Articles of Incorporation establishing one or more classes or series of Preferred Stock, if the stock transfer books are not closed and no record date is fixed and the share transfer books are not closed for the determination of stockholders, (a) the record date for the determination of stockholders shareholders entitled to notice of or to vote at a meeting of stockholders shall be at 5:00 pm Eastern Time on the day on which the notice of meeting is mailed shareholders, or the 30th day before the meeting, whichever is the closer date to the meeting; and (b) the record date for the determination of stockholders shareholders entitled to receive payment of a dividend dividend, the date immediately preceding the date on which notice of the meeting is mailed, or an allotment of any other rights shall be 5:00 pm Eastern Time on the day date on which the resolution of the directors, Board of Directors declaring the such dividend or allotment of rights, is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of stockholders shareholders entitled to vote at any meeting of stockholders shareholders has been made as provided in this sectionSection 6, such determination shall apply to any adjournment thereof, except when (i) that the determination has been made through the closing Board of the transfer books and the stated period of closing has expired or (ii) Directors must fix a new record date if the meeting is adjourned to a date more than 120 one hundred twenty (120) days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amerus Group Co/Ia)

CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board may set, in advance, a record date for For the purpose of determining stockholders shareholders entitled to notice of of, or to vote at any meeting of stockholders shareholders or determining stockholders any adjournment thereof, or shareholders entitled to receive payment of any dividend or the allotment of any other rightsdividend, or in order to make a determination of stockholders shareholders for any other proper purpose. Such date, in any case, shall not be prior to 5:00 pm Eastern Time on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken. In lieu of fixing a record date, the Board of Directors of the Corporation may provide that the share stock transfer books records shall be closed for a stated period period, but not longer than 20 to exceed in any case, fifty days. If the share stock transfer books are records shah be closed for the purpose of determining stockholders shareholders entitled to notice of or to vote at a meeting of stockholdersshareholders, such books records shall be closed for at least ten days before the date of immediately preceding such meeting. In lieu of closing the stock transfer records, the board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders is to be taken. If the stock transfer records are not closed, and no record date is fixed and the share transfer books are not closed for the determination of stockholders, (a) the record date for the determination of stockholders shareholders entitled to notice of or to vote at a meeting of stockholders shall be at 5:00 pm Eastern Time on the day on which the notice of meeting is mailed shareholders, or the 30th day before the meeting, whichever is the closer date to the meeting; and (b) the record date for the determination of stockholders shareholders entitled to receive payment of a dividend dividend, the date on which notice of the meeting is mailed or an allotment of any other rights shall be 5:00 pm Eastern Time on the day date on which the resolution of the directors, Board of Directors declaring the such dividend or allotment of rights, is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of stockholders shareholders entitled to vote at any meeting of stockholders shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except when (i) the determination has been made through the closing of the transfer books and the stated period of closing has expired or (ii) the meeting is adjourned to a date more than 120 days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein.

Appears in 1 contract

Samples: Agreement (Wallstreet Review Inc)

CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board Trustees may set, in advance, a record date for the purpose of determining stockholders shareholders entitled to notice of or to vote at any meeting of stockholders shareholders or determining stockholders shareholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders shareholders for any other proper purpose. Such date, in any case, shall not be prior to 5:00 pm Eastern Time the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, shareholders not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record shareholders is to be held or taken. In lieu of fixing a record date, the Board Trustees may provide that the share transfer books shall be closed for a stated period but not longer than 20 days. If the share transfer books are closed for the purpose of determining stockholders shareholders entitled to notice of or to vote at a meeting of stockholdersshareholders, such books shall be closed for at least ten days before the date of such meeting. If no record date is fixed and the share transfer books are not closed for the determination of stockholdersshareholders, (a) the record date for the determination of stockholders shareholders entitled to notice of or to vote at a meeting of stockholders shareholders shall be at 5:00 pm Eastern Time the close of business on the day on which the notice of meeting is mailed or the 30th day before the meeting, whichever is the closer date to the meeting; and (b) the record date for the determination of stockholders shareholders entitled to receive payment of a dividend or an allotment of any other rights shall be 5:00 pm Eastern Time the close of business on the day on which the resolution of the directorsTrustees, declaring the dividend or allotment of rights, is adopted. When a determination of stockholders shareholders entitled to vote at any meeting of stockholders shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except when (i) where the determination has been made through the closing of the transfer books and the stated period of closing has expired or (ii) the meeting is adjourned to a date more than 120 days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth hereinexpired.

Appears in 1 contract

Samples: Agreement and Plan of Combination (Rockefeller Center Properties Inc)

CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to 5:00 pm Eastern Time the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken. In lieu of fixing a record date, the Board of Directors may provide that the share stock transfer books shall be closed for a stated period but not longer than 20 days. If the share stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days before the date of such meeting. If no record date is fixed and the share stock transfer books are not closed for the determination of stockholders, (a) the record date for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall be at 5:00 pm Eastern Time the close of business on the day on which the notice of meeting is mailed or the 30th day before the meeting, whichever is the closer date to the meeting; and (b) the record date for the determination of stockholders entitled to receive payment of a dividend or an allotment of any other rights shall be 5:00 pm Eastern Time the close of business on the day on which the resolution of the directors, declaring the dividend or allotment of rights, is adopted. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except when (i) the determination has been made through the closing of the transfer books and the stated period of closing has expired or (ii) the meeting is adjourned to a date more than 120 days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein.

Appears in 1 contract

Samples: Common Stock and Preferred Stock Purchase Agreement (Wellsford Real Properties Inc)

CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board may set, in advance, a record date for For the purpose of determining stockholders shareholders entitled to notice of or to vote at any meeting of stockholders shareholders or determining stockholders any adjournment thereof, or shareholders entitled to receive payment of any dividend or the allotment of any other rightsdistribution, or in order to make a determination of stockholders shareholders for any other proper purpose. Such date, in any case, shall not be prior to 5:00 pm Eastern Time on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of stockholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken. In lieu of fixing a record date, the Board of Directors of the corporation may provide that the share transfer books shall be closed for a stated period but not longer than 20 to exceed, in any case, seventy days. If the share transfer books are shall be closed for the purpose of determining stockholders shareholders entitled to notice of or to vote at a meeting of stockholdersshareholders, such books shall be closed for at least ten days before the date of immediately preceding such meeting. If no In lieu of closing the share transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is fixed and to be taken. If the share transfer books are not closed and no record date is fixed for the determination of stockholders, (a) the record date for the determination of stockholders shareholders entitled to notice of or to vote at a meeting of stockholders shall be at 5:00 pm Eastern Time on the day on which the notice of meeting is mailed shareholders, or the 30th day before the meeting, whichever is the closer date to the meeting; and (b) the record date for the determination of stockholders shareholders entitled to receive payment of a dividend distribution, the date on which notice of the meeting is mailed or an allotment of any other rights shall be 5:00 pm Eastern Time on the day date on which the resolution of the directors, Board of Directors declaring the dividend or allotment of rights, such distribution is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of stockholders shareholders entitled to vote at any meeting of stockholders shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except when (i) the determination has been made through the closing of the transfer books and the stated period of closing has expired or (ii) thereof unless the meeting is adjourned to a date more than 120 one hundred twenty days after the record date fixed for the original meeting, in either of which case the Board of Directors shall make a new record date shall be determined determination as set forth hereinprovided in this section.

Appears in 1 contract

Samples: Plan and Agreement of Merger (Cachestream Corp)

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