Common use of Special Meetings of Stockholders Clause in Contracts

Special Meetings of Stockholders. Subject to the rights of the holders of any series of Preferred Stock then outstanding and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called only by or at the direction of the Board or the Chairman of the Board pursuant to a written resolution adopted by the affirmative vote of the majority of the total number of directors that the Corporation would have if there were no vacancies

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gores Holdings VIII Inc.), Agreement and Plan of Merger (Gores Holdings VIII Inc.)

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Special Meetings of Stockholders. Subject to the rights of the holders of any series of Preferred Stock then outstanding and with respect to the requirements such series of applicable lawPreferred Stock, special meetings of stockholders of the Corporation may only be called only by or at the direction of (1) the Board or the Chairman Chair of the Board of Directors, (2) the Lead Independent Director (if one has been appointed), or (3) the Board of Directors pursuant to a written resolution adopted by the affirmative vote of the a majority of the total number Whole Board, and any power of directors that stockholders to call a special meeting is specifically denied. At any special meeting of stockholders, only such business shall be conducted or considered as shall have been properly brought before the Corporation would have if there were no vacanciesmeeting pursuant to the Corporation’s notice of meeting.

Appears in 2 contracts

Samples: Investment Agreement (SilverSun Technologies, Inc.), Investment Agreement (SilverSun Technologies, Inc.)

Special Meetings of Stockholders. Subject Except as required by law and subject to the rights of the holders of any series of Preferred Stock then outstanding and of the Corporation established pursuant to the requirements provisions of applicable lawthe Certificate of Incorporation, special meetings of stockholders of the Corporation may be called only by the Board of Directors pursuant to a resolution approved by a majority of the then authorized number of directors. Stockholders of the Corporation are not permitted to call a special meeting or to require that the Board of Directors call a special meeting of stockholders. The business permitted at any special meeting of stockholders shall be limited to the business brought before the meeting by or at the direction of the Board or the Chairman of the Board pursuant to a written resolution adopted by the affirmative vote of the majority of the total number of directors that the Corporation would have if there were no vacanciesDirectors.

Appears in 1 contract

Samples: Business Combination Agreement (Activision Inc /Ny)

Special Meetings of Stockholders. Subject to the rights of the holders of any series of Preferred Stock then outstanding and with respect to the requirements such series of applicable lawPreferred Stock, special meetings of stockholders of the Corporation may only be called only by or at the direction of the Board or (1) the Chairman of the Board of Directors or the Chief Executive Officer, (2) the Board of Directors pursuant to a written resolution adopted by the affirmative vote of the a majority of the total number Whole Board or (3) the Secretary of directors that the Corporation would at the written request of a stockholder of record in accordance with the requirements and procedures provided in the Bylaws. At any special meeting of stockholders, only such business shall be conducted or considered as shall have if there were no vacanciesbeen properly brought before the meeting pursuant to the Corporation’s notice of meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Arconic Inc.)

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Special Meetings of Stockholders. Subject Except as otherwise required by law and subject to the rights of the holders of any series of outstanding Preferred Stock then outstanding and to the requirements of applicable lawStock, special meetings of the stockholders of the Corporation may shall be called only by by: (i) the Board of Directors or at the direction Chair of the Board of Directors; or (ii) the Chairman Secretary of the Board pursuant Corporation, following receipt of one or more written demands to call a written resolution adopted by the affirmative vote special meeting of the majority stockholders from stockholders of record who own, in the aggregate, at least 25% of the total number voting power of directors that the outstanding shares of the Corporation would have if there were no vacanciesthen entitled to vote on the matter or matters to be brought before the proposed special meeting that complies with the procedures for calling a special meeting of the stockholders as may be set forth in the By-Laws.

Appears in 1 contract

Samples: Agreement and Plan of Merger (TPCO Holding Corp.)

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