Common use of FOURTH Clause in Contracts

FOURTH. The total number of shares of stock which the corporation is authorized to issue is 200,000,000 shares of common stock, having a par value of $.01 per share. FIFTH: The business and affairs of the corporation shall be managed by or under the direction of the board of directors, and the directors need not be elected by ballot unless required by the by-laws of the corporation.

Appears in 2 contracts

Sources: Merger Agreement (Gold Kist Inc.), Merger Agreement (Gold Kist Inc.)

FOURTH. The total number of shares of stock which the corporation is authorized Corporation shall have authority to issue is 200,000,000 one thousand shares of common stockCommon Stock, having a $0.001 par value of $.01 per share. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of Delaware. FIFTH: The business In furtherance of and affairs not in limitation of the corporation shall be managed powers conferred by or under the direction of the board of directorsstatute, and the directors need not be elected by ballot unless required by the by-laws of the corporation.it is further provided:

Appears in 2 contracts

Sources: Merger Agreement (Millennium Pharmaceuticals Inc), Merger Agreement (Millennium Pharmaceuticals Inc)

FOURTH. The total number of shares of stock which that the corporation is authorized Corporation shall have authority to issue is 200,000,000 1,000 shares of common stockCommon Stock, having a par value of $.01 per share. FIFTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the corporation shall be managed by or under Corporation and for the direction purpose of creating, defining, limiting and regulating the powers of the board of directors, Corporation and the its directors need not be elected by ballot unless required by the by-laws of the corporation.and stockholders:

Appears in 2 contracts

Sources: Merger Agreement (Amazon Com Inc), Merger Agreement (Audible Inc)

FOURTH. The total number of shares of stock which the corporation is authorized Corporation shall have authority to issue is 200,000,000 1,000 shares of common stockCommon Stock, having a $0.001 par value of $.01 per share. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware. FIFTH: The business In furtherance of and affairs not in limitation of the corporation shall be managed powers conferred by or under the direction of the board of directorsstatute, and the directors need not be elected by ballot unless required by the by-laws of the corporation.it is further provided:

Appears in 2 contracts

Sources: Merger Agreement (Cornerstone BioPharma Holdings, Inc.), Merger Agreement (Critical Therapeutics Inc)

FOURTH. The total number of shares of stock which the corporation is authorized Corporation shall have authority to issue is 200,000,000 100 shares of common stockCommon Stock, having a $0.01 par value of $.01 per share. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware. FIFTH: The business In furtherance of and affairs not in limitation of the corporation shall be managed powers conferred by or under the direction of the board of directorsstatute, and the directors need not be elected by ballot unless required by the by-laws of the corporation.it is further provided:

Appears in 1 contract

Sources: Merger Agreement (First Marblehead Corp)

FOURTH. The total number of shares of stock which the this corporation is authorized to issue is 200,000,000 is: One Hundred (100) shares of common stockCommon Stock, having a par value of $.01 0.001 per share. All shares of Common Stock shall be uncertificated. FIFTH: The business In furtherance and affairs not in limitation of the corporation shall be managed powers conferred by or under the direction laws of the board State of directorsDelaware, and the directors need not be elected by ballot unless required by Board of Directors is expressly authorized to adopt, amend or repeal the by-laws of the corporation. SIXTH: Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

Appears in 1 contract

Sources: Merger Agreement (Rain Oncology Inc.)

FOURTH. The total number of shares of stock which the corporation is authorized Corporation shall have authority to issue is 200,000,000 one thousand shares of common stockCommon Stock, having a par value of $.01 0.001 per share. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of Delaware. FIFTH: The business In furtherance of and affairs not in limitation of the corporation shall be managed powers conferred by or under the direction of the board of directorsstatute, and the directors need not be elected by ballot unless required by the by-laws of the corporation.it is further provided:

Appears in 1 contract

Sources: Merger Agreement (Trimeris Inc)

FOURTH. The total number of shares of stock which the corporation is authorized Corporation shall have the authority to issue is 200,000,000 1,400,000,000 shares of common stock, having a par value of $.01 0.001 per shareshare (the “Common Stock”). FIFTH: The business rights, preferences, privileges and affairs of restrictions granted or imposed upon the corporation shall be managed by or under the direction of the board of directors, and the directors need not be elected by ballot unless required by the by-laws of the corporation.Common Stock are as follows:

Appears in 1 contract

Sources: Merger Agreement (Calpine Corp)

FOURTH. The total number of shares of stock which the corporation is authorized Corporation shall have authority to issue is 200,000,000 1,000 shares of common stockCommon Stock, having a $0.01 par value of $.01 per share. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of Delaware. FIFTH: The business In furtherance of and affairs not in limitation of the corporation shall be managed powers conferred by or under the direction of the board of directorsstatute, and the directors need not be elected by ballot unless required by the by-laws of the corporation.it is further provided:

Appears in 1 contract

Sources: Merger Agreement (Office Depot Inc)

FOURTH. The total number of shares of all classes of capital stock which the corporation is authorized Corporation shall have authority to issue is 200,000,000 100 shares of common stockCommon Stock, having a $0.001 par value of $.01 per share. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL. FIFTH: The business In furtherance of and affairs not in limitation of the corporation shall be managed powers conferred by or under the direction of the board of directorsstatute, and the directors need not be elected by ballot unless required by the by-laws of the corporation.it is further provided:

Appears in 1 contract

Sources: Agreement and Plan of Merger (MEI Pharma, Inc.)

FOURTH. The total number of shares of stock which the corporation is authorized Corporation shall have authority to issue is 200,000,000 100 shares of common stock, having a $0.00001 par value per share (“Common Stock”). The number of $.01 per shareauthorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL. FIFTH: The business In furtherance of and affairs not in limitation of the corporation shall be managed powers conferred by or under the direction of the board of directorsstatute, and the directors need not be elected by ballot unless required by the by-laws of the corporation.it is further provided:

Appears in 1 contract

Sources: Merger Agreement (Allovir, Inc.)

FOURTH. The total number of shares of stock which the corporation is authorized Corporation shall have authority to issue is 200,000,000 shares of common stock, having a One Thousand (1,000) shares. The par value of each such share is $.01 per share0.001. All such shares are of one class and are shares of Common Stock. FIFTH: The business and affairs Corporation is to have perpetual existence. SIXTH: The personal liability of the corporation shall be managed by or under the direction directors of the board Corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of directors, and the directors need not be elected by ballot unless required by the by-laws subsection (b) of Section 102 of the corporationGeneral Corporation Law of the State of Delaware, as the same may be amended and supplemented.

Appears in 1 contract

Sources: Merger Agreement (Biosite Inc)

FOURTH. The total number of shares of capital stock which that the corporation is authorized Corporation shall have authority to issue is 200,000,000 one thousand (1,000) shares of common stock, having a par value of $.01 0.01 per share. FIFTH: The business In furtherance and affairs not in limitation of the corporation shall be managed powers conferred by or under statute, the direction Board of the board of directors, and the directors need not be elected by ballot unless required by the by-laws of the corporation.Directors is expressly authorized:

Appears in 1 contract

Sources: Merger Agreement (Crompton Corp)

FOURTH. The total number of shares of stock which the corporation is authorized Corporation shall have authority to issue is 200,000,000 100 shares of common stockCommon Stock, having a $0.01 par value of $.01 per share. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of Delaware. FIFTH: The business In furtherance of and affairs not in limitation of the corporation shall be managed powers conferred by or under the direction of the board of directorsstatute, and the directors need not be elected by ballot unless required by the by-laws of the corporation.it is further provided:

Appears in 1 contract

Sources: Merger Agreement (Constant Contact, Inc.)

FOURTH. The total number of shares of stock which the corporation is authorized Corporation shall have authority to issue is 200,000,000 1,000 shares of common stockCommon Stock, having a $0.001 par value of $.01 per share. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL. FIFTH: The business In furtherance of and affairs not in limitation of the corporation shall be managed powers conferred by or under the direction of the board of directorsstatute, and the directors need not be elected by ballot unless required by the by-laws of the corporation.it is further provided:

Appears in 1 contract

Sources: Merger Agreement (Arsanis, Inc.)