Common use of Quorum; Adjournment Clause in Contracts

Quorum; Adjournment. Except as otherwise provided by law or the Certificate of Incorporation, the holders of a majority of the stock issued and outstanding and entitled to vote at a meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of stockholders for the transaction of business. If a quorum is present when a meeting is convened, the subsequent withdrawal of stockholders, even though less than a quorum remains, shall not affect the ability of the remaining stockholders lawfully to transact business. If a quorum is not present or represented when a meeting is convened, the holders of the stock present in person or represented by proxy at the meeting and entitled to vote at such meeting shall have the power, by the affirmative vote of the holders of a majority of such stock, to adjourn the meeting to another date, time, and place, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting, at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. 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 in accordance with Section 2.4.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (AutoWeb, Inc.), Agreement and Plan of Merger (AutoWeb, Inc.)

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Quorum; Adjournment. Except as otherwise provided by law or the Certificate of Incorporation, the holders of a A majority of the stock issued and outstanding and entitled to vote at a meetingany meeting of stockholders, the holders of which are present in person or represented by proxy, shall constitute a quorum at all meetings of stockholders for the transaction of businessbusiness except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws. If a quorum is present when a meeting is convenedA quorum, once established, shall not be broken by the subsequent withdrawal of stockholders, even though enough votes to leave less than a quorum remainsand the votes present may continue to transact business until adjournment. If, however, such quorum shall not affect the ability of the remaining stockholders lawfully to transact business. If a quorum is not be present or represented when a at any meeting is convened, the holders of the stockholders, a majority of the voting stock present represented in person or represented by proxy at the meeting and entitled to vote at such meeting shall have the power, by the affirmative vote of the holders of a majority of such stock, to may adjourn the meeting from time to another date, time, and place, without notice other than announcement at the meeting, until a quorum is shall be present or represented. At such adjourned meeting, meeting at which a quorum is shall be present or represented, any business may be transacted which might have been transacted at the original meetingmeeting 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 in accordance with Section 2.4thereat.

Appears in 1 contract

Samples: Stockholder Agreement (Jazz Semiconductor Inc)

Quorum; Adjournment. Except as otherwise required by law, or provided by law or the Certificate of IncorporationIncorporation or these Bylaws, the holders of a majority of the capital stock issued and outstanding and entitled to vote at a meetingthereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders for the transaction of businessstockholders. If A meeting at which a quorum is initially present when a meeting is convenedmay continue to transact business, notwithstanding the subsequent withdrawal of stockholders, even though enough votes to leave less than a quorum, if any action taken is approved by at least a majority of the required quorum remainsto conduct that meeting. If, however, such quorum shall not affect the ability of the remaining stockholders lawfully to transact business. If a quorum is not be present or represented when a at any meeting is convenedof the stockholders, the holders of the stock stockholders entitled to vote thereat, present in person or represented by proxy at the meeting and entitled to vote at such meeting proxy, shall have the power, by the affirmative vote of the holders of a majority of such stock, power to adjourn the meeting from time to another date, time, and place, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum is shall be present or represented. At such adjourned meeting, meeting at which a quorum is shall be present or represented, any business may be transacted which might have been transacted at the original meetingmeeting as originally noticed. 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 in accordance with Section 2.4meeting.

Appears in 1 contract

Samples: Epicor Software Corp

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Quorum; Adjournment. Except as otherwise required by law, or provided by law or the Certificate of IncorporationIncorporation or these Bylaws, the holders of a majority of the capital stock issued and outstanding and entitled to vote at a meetingthereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders for the transaction of businessstockholders. If A meeting at which a quorum is initially present when a meeting is convenedmay continue to transact business, notwithstanding the subsequent withdrawal of stockholders, even though enough votes to leave less than a quorum, if any action taken is approved by at least a majority of the required quorum remainsto conduct that meeting. If, however, such quorum shall not affect the ability of the remaining stockholders lawfully to transact business. If a quorum is not be present or represented when a at any meeting is convenedof the stockholders, the holders Chairman of the stock meeting or the stockholders entitled to vote thereat, present in person or represented by proxy at the meeting and entitled to vote at such meeting proxy, shall have the power, by the affirmative vote of the holders of a majority of such stock, power to adjourn the meeting from time to another date, time, and place, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum is shall be present or represented. At such adjourned meeting, meeting at which a quorum is shall be present or represented, any business may be transacted which might have been transacted at the original meetingmeeting as originally noticed. 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 in accordance with Section 2.4meeting.

Appears in 1 contract

Samples: Securities Purchase Agreement (Javo Beverage Co Inc)

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