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

Consent of Stockholders in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of the Class A Holders may be taken without a meeting, without prior notice and without a vote, if a consent or consents 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 and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner provided by the previous sentence, written consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner provided by the previous sentence. 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

Appears in 2 contracts

Samples: Combination Agreement (Coors Adolph Co), Combination Agreement (Coors Adolph Co)

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Consent of Stockholders in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of the Class A Holders stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents 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 and voted. The consent or consents shall be delivered to the Corporation by delivery to its registered office in the State of Delawareoffice, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes proceedings of proceedings meetings of stockholders are recorded. Delivery made to the Corporation's ’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner provided required by law, to the previous sentenceCorporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner provided by the previous sentenceindicated above. 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 notnot consented in writing.

Appears in 2 contracts

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

Consent of Stockholders in Lieu of Meeting. Unless otherwise restricted To the fullest extent permitted by law, 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 or special meeting of the Class A Holders corporate action, such action may be taken without a meeting, without prior notice and without a votevote of stockholders, if a consent or consents 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 and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes proceedings of proceedings meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder or member who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner provided required by law to the previous sentenceCorporation, written consents signed by a sufficient number of holders or members to take action are delivered to the Corporation by delivery to its registered office in the manner provided by the previous sentence. Prompt notice State of Delaware, its principal place of business, or an officer or agent of the taking Corporation having custody of the corporate action without a meeting by less than unanimous written consent book in which proceedings of meetings of stockholders or members are recorded. Delivery made to the Corporation's registered office shall be given to those stockholders who have notby hand or by certified or registered mail, return receipt requested. [Section 228(a), (c).]

Appears in 2 contracts

Samples: Riverwood Holding Inc, Riverwood Holding Inc

Consent of Stockholders in Lieu of Meeting. Unless otherwise restricted To the fullest extent permitted by law, 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 or special meeting of the Class A Holders corporate action, such action may be taken without a meeting, without prior notice and without a votevote of stockholders, if a consent or consents 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 and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes proceedings of proceedings meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder or member who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner provided required by law to the previous sentenceCorporation, written consents signed by a sufficient number of holders or members to take action are delivered to the Corporation by delivery to its registered office in the manner provided by the previous sentence. Prompt notice State of Delaware, its principal place of business, or an officer or agent of the taking Corporation having custody of the corporate action without a meeting by less than unanimous written consent book in which proceedings of meetings of stockholders or members are recorded. Delivery made to the Corporation's registered office shall be given to those stockholders who have notby hand or by certified or registered mail, return receipt requested. [Section 228(a), (c)]

Appears in 1 contract

Samples: Riverwood Holding Inc

Consent of Stockholders in Lieu of Meeting. Unless otherwise restricted by the Certificate articles of Incorporationincorporation, any action required or permitted to be taken at any annual or special meeting of the Class A Holders stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents 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 and voted. The consent or consents shall be delivered to the Corporation by delivery to its registered office in the State of Delawareoffice, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes proceedings of proceedings meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner provided required by law, to the previous sentenceCorporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation corporation in the manner provided by the previous sentenceindicated above. 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 notnot consented in writing.

Appears in 1 contract

Samples: Registration Rights Agreement (Capital One Financial Corp)

Consent of Stockholders in Lieu of Meeting. Unless otherwise restricted To the fullest extent permitted by law, 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 or special meeting of the Class A Holders corporate action, such action may be taken without a meeting, without prior notice and without a votevote of stockholders, if a consent or consents 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 and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes proceedings of proceedings meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder or member who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) 60 days of the earliest dated consent delivered to the Corporation in the manner provided required by law to the previous sentenceCorporation, written consents signed by a sufficient number of holders or members to take action are delivered to the Corporation by delivery to its registered office in the manner provided by the previous sentence. Prompt notice State of Delaware, its principal place of business, or an officer or agent of the taking Corporation having custody of the corporate action without a meeting by less than unanimous written consent book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be given to those stockholders who have notby hand or by certified or registered mail, return receipt requested. [Section 228.]

Appears in 1 contract

Samples: Lexmark International Inc

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Consent of Stockholders in Lieu of Meeting. Unless otherwise restricted To the fullest extent permitted by law, 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 or special meeting of the Class A Holders corporate action, such action may be taken without a meeting, without prior notice and without a votevote of stockholders, if a consent or consents 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 (but not less than the minimum number of votes otherwise prescribed by law) and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes proceedings of proceedings meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner provided required by law to the previous sentenceCorporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in the manner provided by the previous sentence. Prompt notice State of Delaware, its principal place of business, or an officer or agent of the taking Corporation having custody of the corporate action without a meeting by less than unanimous written consent book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be given to those stockholders who have notby hand or by certified or registered mail, return receipt requested.

Appears in 1 contract

Samples: Agreement and Plan of Merger (At&t Latin America Corp)

Consent of Stockholders in Lieu of Meeting. Unless otherwise restricted To the ------------------------------------------ fullest extent permitted by law, 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 or special meeting of the Class A Holders corporate action, such action may be taken without a meeting, without prior notice and without a votevote of stockholders, if a consent or consents 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 and shall consent in writing to such corporate action being taken. Any such consent or consents shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes proceedings of proceedings meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder or member who signs the consent and no written consent shall be effective to take the corporate action refereed to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner provided required by this Section 1.10 of these By-Laws to the previous sentenceCorporation, written consents signed by a sufficient number of holders or members to take action are delivered to the Corporation in the manner provided by the previous sentencesuch manner. 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 notnot so consented in writing. [Section 228.]

Appears in 1 contract

Samples: Agreement and Plan of Contribution and Merger (Excalibur Technologies Corp)

Consent of Stockholders in Lieu of Meeting. Unless otherwise restricted To the fullest extent permitted by law, 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 or special meeting of the Class A Holders corporate action, such action may be taken without a meeting, without prior notice and without a votevote of stockholders, if a consent or consents 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 and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes proceedings of proceedings meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner provided required by law to the previous sentenceCorporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in the manner provided by the previous sentence. Prompt notice State of Delaware, its principal place of business, or an officer or agent of the taking Corporation having custody of the corporate action without a meeting by less than unanimous written consent book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be given to those stockholders who have notby hand or by certified or registered mail, return receipt requested. [Section 228(a), (c).]

Appears in 1 contract

Samples: Shareholders Agreement (Remington Arms Co Inc/)

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