Common use of Quorum and Voting Clause in Contracts

Quorum and Voting. (a) Unless the Certificate of Incorporation requires a greater number, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation; provided, however, at any meeting, whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Horizon Pharma PLC), Agreement and Plan of Acquisition (Brooklyn ImmunoTherapeutics, Inc.), Agreement and Plan of Merger (Hyperion Therapeutics Inc)

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Quorum and Voting. (a) Unless the Certificate of Incorporation requires a greater number, a A quorum of the Board of Directors shall consist of a majority of the exact number of directors Directors fixed from time to time by the Board of Directors in accordance with the Certificate Section 10.1 of Incorporationthis Agreement, but not less than one; provided, however, at any meeting, meeting whether a quorum be present or otherwise, a majority of the directors Directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (MDB Capital Holdings, LLC), Limited Liability Company Agreement (JMP Group LLC)

Quorum and Voting. (a) Unless the Certificate of Incorporation requires a greater number, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by currently serving on the Board of Directors (but in accordance with no event less than one-third of the Certificate total authorized number of Incorporationdirectors); provided, however, at any meeting, meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

Appears in 2 contracts

Samples: Support Agreement (Health Sciences Acquisitions Corp 2), Subscription Agreement (LGL Systems Acquisition Corp.)

Quorum and Voting. (a) Unless the Certificate of Incorporation requires a greater number, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of IncorporationStockholders Agreement and these Bylaws; provided, however, at any meeting, whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

Appears in 2 contracts

Samples: Trinet Group Inc, Trinet Group Inc

Quorum and Voting. (a) Unless the Certificate of Incorporation requires a greater number, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation; provided, however, at any meeting, whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting. (Del. Code Xxx., tit. 8, § 141(b))

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cornerstone OnDemand Inc), Agreement and Plan of Merger (Gilead Sciences Inc)

Quorum and Voting. (a) Unless the Certificate of Incorporation requires a greater number, and except with respect to questions related to indemnification arising under Section 46 for which a quorum shall be one-third of the Board of Directors shall consist of a majority of the exact authorized number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation; provided, howevera quorum of the Board of Directors shall consist of a majority of the total number of directors then serving on the Board of Directors or, at if greater, one-third of the authorized number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation. At any meeting, meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directorstime, without notice other than by announcement at the meeting.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Panacea Acquisition Corp), Agreement and Plan of Merger and Reorganization (Arrowroot Acquisition Corp.)

Quorum and Voting. (a) Unless the Certificate of Incorporation requires a greater number, a quorum of the Board of Directors shall consist of a majority of the exact total number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation; provided, however, at any meeting, meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sand Hill It Security Acquisition Corp)

Quorum and Voting. (a) Unless the Certificate of Incorporation requires a greater number, a quorum of the Board of Directors shall consist of a majority of the exact total number of directors constituting the entire Board of Directors, as such total number is fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation; provided, however, at any meeting, whether a quorum be present or otherwise, a majority of the directors present may adjourn the meeting from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

Appears in 1 contract

Samples: Investment Agreement (Crescent Financial Corp)

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Quorum and Voting. (a) Unless Except as may be otherwise specifically provided by statute, the Certificate of Incorporation requires a greater numberor these Bylaws, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of IncorporationDirectors; provided, however, at any meeting, whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

Appears in 1 contract

Samples: Stockholder Agreement (Jazz Semiconductor Inc)

Quorum and Voting. (a) Unless the Certificate of Incorporation requires a greater number, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by currently serving on the Board of Directors in accordance with the Certificate of IncorporationIncorporation (but in no event less than one third of the total authorized number of directors); provided, however, at any meeting, meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Marquee Raine Acquisition Corp.)

Quorum and Voting. (a) Unless Except as otherwise provided in the Certificate of Incorporation requires a greater numberShareholders Agreement, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the whole Board of Directors in accordance with the Certificate of IncorporationDirectors; provided, however, at any meeting, meeting whether a quorum be present or otherwise, a majority of the directors Directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Cifc LLC)

Quorum and Voting. (a) Unless the Certificate of Incorporation requires a greater number, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by currently serving on the Board of Directors (but in accordance with no event less than one third of the Certificate total authorized number of Incorporationdirectors); provided, however, at any meeting, meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Reorganization (Novus Capital Corp)

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