Common use of Consent of Stockholders in Lieu of Meeting Clause in Contracts

Consent of Stockholders in Lieu of Meeting. Unless --------- ------------------------------------------ otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Appears in 3 contracts

Samples: Agreement of Merger (Turner Paul H), Agreement of Merger (Simons Stephen W), Armkel LLC

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Consent of Stockholders in Lieu of Meeting. Unless --------- ------------------------------------------ otherwise provided in the Certificate of Incorporation, any action required or permitted by law to be taken at any Annual annual or Special Meeting special meeting of Stockholders stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Appears in 3 contracts

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

Consent of Stockholders in Lieu of Meeting. Unless --------- ------------------------------------------ otherwise provided in required by law, the Certificate of Incorporation, these Bylaws or the Joint Venture Agreement any action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Appears in 2 contracts

Samples: Joint Venture Agreement (Sequana Therapeutics Inc), Joint Venture Agreement (Sequana Therapeutics Inc)

Consent of Stockholders in Lieu of Meeting. Unless --------- ------------------------------------------ otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any Annual or Special Meeting meeting of Stockholders stockholders of the Corporation, Corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding capital stock entitled to vote thereon having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt Such writing or writings shall be filed with the minutes of meetings of the stockholders and prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (BAE Systems, Inc.), Agreement and Plan of Merger (Bae Systems PLC)

Consent of Stockholders in Lieu of Meeting. Unless --------- ------------------------------------------ otherwise provided in the Certificate of Incorporation, any action required to be taken or permitted to which may be taken at any Annual annual or Special Meeting special meeting of Stockholders the stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the any such corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Smart & Final Inc/De)

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Consent of Stockholders in Lieu of Meeting. Unless --------- ------------------------------------------ otherwise provided in To the Certificate fullest extent permitted by law, whenever the vote of Incorporation, any action the stock holders at a meeting thereof is required or permitted to be taken at for or in connection with any Annual or Special Meeting of Stockholders of the Corporationcorporate action, such action may be taken without a meeting, without prior notice and without a votevote of stockholders, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and votedvoted shall consent in writing to such corporate action being taken. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not so consented in writing.

Appears in 1 contract

Samples: Shareholders' Agreement (Nextel Partners Inc)

Consent of Stockholders in Lieu of Meeting. Unless --------- ------------------------------------------ otherwise To the extent provided by any statute at the time in force, whenever the Certificate vote of Incorporation, any action stockholders at a meeting thereof is required or permitted to be taken at for or in connection with any Annual corporate action, by any statute, by the Certificate of Incorporation or Special Meeting by these By-Laws, the meeting and prior notice thereof and vote of Stockholders of the Corporation, stockholders may be taken without a meeting, without prior notice and without a vote, dispensed with if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the voted shall consent in writing to such corporate action without a meeting by less than unanimous written consent and notice thereof shall be given to those stockholders who have not consented in writing.

Appears in 1 contract

Samples: Escrow Agreement (Icg Communications Inc /De/)

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