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

Consent of Stockholders in Lieu of Meeting. (a) Unless otherwise restricted by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sandridge Energy Inc), Agreement and Plan of Merger (Bonanza Creek Energy, Inc.)

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Consent of Stockholders in Lieu of Meeting. (a) Unless otherwise restricted To the extent provided by any statute at the time in force, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by any statute, by the Certificate of IncorporationIncorporation or by these Bylaws, any action required to be taken at any annual or special the meeting and vote of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, dispensed with 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 votedvoted shall consent in writing to such corporate action being taken.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Quest Diagnostics Inc), Agreement and Plan of Merger (Celera CORP)

Consent of Stockholders in Lieu of Meeting. (a) Unless otherwise restricted Whenever by any provision of law or of the Certificate Articles of Incorporation, Incorporation stockholders are required or permitted to take any action required to be taken at any annual or special meeting of stockholders of the Corporationby vote, or any such action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writingmeeting on written consent, setting forth the action so taken, shall be signed by the holders of all 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 thereon, and votedfiled with the records of stockholders’ meetings.

Appears in 1 contract

Samples: Adams Express Co

Consent of Stockholders in Lieu of Meeting. (a) Unless otherwise restricted by the Certificate of Incorporation, any Any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, or any action which may be taken at any annual or special meeting of the 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.

Appears in 1 contract

Samples: Merger Agreement (Perrigo Co)

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Consent of Stockholders in Lieu of Meeting. (a) 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 stockholders of the Corporationcorporate action, or any such action which may be taken at any annual or special meeting of the stockholders, 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 votedvoted shall consent in writing to such corporate action being taken.

Appears in 1 contract

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

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