Common use of Quorum; Adjourned Meetings Clause in Contracts

Quorum; Adjourned Meetings. The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If the adjournment is for less than thirty (30) days and if after the adjournment a new record date is not fixed for the adjourned meeting, a notice of the adjourned meeting shall not be given, except as required by resolution of the Board of Directors.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Allergan PLC), Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc), Agreement and Plan of Merger (Repros Therapeutics Inc.)

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Quorum; Adjourned Meetings. The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate certificate of Incorporationincorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If the adjournment is for less than thirty (30) days and if after the adjournment a new record date is not fixed for the adjourned meeting, a notice of the adjourned meeting shall not be given, except as required by resolution of the Board board of Directorsdirectors.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Leaf Group Ltd.), Agreement and Plan of Merger (Ardea Biosciences, Inc./De)

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Quorum; Adjourned Meetings. The holders of a majority of the stock issued and outstanding voting power of the shares entitled to vote at a meeting constitute a quorum for the transaction of business; said holders may be present at the meeting either in person or by proxy. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though withdrawal of shareholders originally present leaves less than the proportion or number otherwise required for a quorum; provided, however, that any action by the shareholders shall require the affirmative vote of a majority of the voting power of the shareholders present and entitled to vote, present in person or represented by proxy, shall which must also constitute a quorum at all meetings majority of the stockholders for required quorum, unless a larger proportion or number of votes is required by the transaction Articles of business except as otherwise provided by statute Incorporation or by the Certificate of Incorporationstatute. If, however, such In case a quorum shall not be present in person or represented by proxy at any meeting of the stockholdersa meeting, the stockholders entitled to vote, those present in person or represented by proxy may adjourn to such day as they shall, by majority vote, agree upon, and a notice of such adjournment shall be mailed to each shareholder entitled to vote at least five (5) days before such adjourned meeting. If a quorum is present in person or by proxy, shall have the power to adjourn the a meeting may be adjourned from time to timetime without notice, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, meetings at which a quorum shall be is present in person or representedby proxy, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If the adjournment is for less than thirty (30) days and if after the adjournment a new record date is not fixed for the adjourned meeting, a notice of the adjourned meeting shall not be given, except as required by resolution of the Board of Directorsnoticed.

Appears in 1 contract

Samples: Mercury Waste Solutions Inc

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