Special Meetings. Special meetings of the stockholders may be called at any time by the president, or the board of directors, or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meeting.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (FinTech Acquisition Corp), Agreement of Merger (Catalina Marketing Corp/De), Agreement and Plan of Merger (Cellu Tissue Holdings, Inc.)
Special Meetings. Special meetings of the stockholders stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called at any time by the president, President and shall be called by the President or Secretary at the board of directors, or the holders request in writing of a majority of the outstanding shares Board of stock Directors. Such request shall state the purpose or purposes of the Company entitled to vote at the proposed meeting.
Appears in 8 contracts
Samples: Chiron Corp, Chiron Corp, Chiron Corp
Special Meetings. Special meetings of the stockholders stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called at any time by the president, Board of Directors or the board of directorschief executive officer and shall be held at such place, on such date, and at such time as they or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meetinghe or she shall fix.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Juniper Pharmaceuticals Inc), Common Stock Purchase Agreement (Orexigen Therapeutics, Inc.), Common Stock Purchase Agreement (Orexigen Therapeutics, Inc.)
Special Meetings. Special meetings of the stockholders may Stockholders shall be called held at any time by such times as the presidentBoard, the President or the board of directors, or the holders of a majority in interest of the outstanding shares of stock of the Company entitled Stockholders shall from time to vote at the meetingtime determine.
Appears in 7 contracts
Samples: Stockholders’ Agreement (Skyterra Communications Inc), Stockholders’ Agreement (Motient Corp), Form of Stockholders' Agreement (Motient Corp)
Special Meetings. Special meetings of the stockholders may be called at any time by the president, Board of Directors or the board Chairman of directors, or the Board and shall be called by the Secretary at the request in writing of holders of record of a majority of the outstanding shares of capital stock of the Company Corporation entitled to vote at vote. Such request shall state the purpose or purposes of the proposed meeting.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Onvia Inc), Agreement and Plan of Merger (Dyax Corp), Agreement and Plan of Merger (Shire PLC)
Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the presidentChairman of the Board, the President or the Secretary, or the board of directors, or the holders of a majority by resolution of the outstanding shares Board of stock of the Company entitled to vote at the meetingDirectors.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Santander Holdings USA, Inc.), Agreement and Plan of Merger (Santander Consumer USA Holdings Inc.)
Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the presidentBoard of Directors, the Chairperson of the Board of Directors, the Chief Executive Officer, the President, or the board of directors, or the holders of by a majority of the outstanding shares of stock members of the Company entitled to vote at the meetingBoard of Directors. Special meetings may not be called by any other person or persons.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Broadsoft, Inc.), Agreement and Plan of Merger (Cisco Systems, Inc.), Agreement and Plan of Merger (Synchronoss Technologies Inc)
Special Meetings. Special meetings of the stockholders stockholders, for any purpose or purposes, unless otherwise provided by statute or by the Certificate of Incorporation, may be called at any time by the chairman of the board, or the president, or the board of directorsany vice president, or secretary, and shall be called by the holders president or secretary at the request in writing of a majority of the outstanding shares directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Company corporation issued and outstanding and entitled to vote at vote. Any such request shall state the purpose or purposes of the proposed meeting.
Appears in 5 contracts
Samples: Stock Purchase and Standstill Agreement (Craig Corp), Stock Purchase and Standstill Agreement (National Auto Credit Inc /De), Stock Purchase and Standstill Agreement (Craig Corp)
Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by only the presidentBoard of Directors, the Chairman of the Board, the Chief Executive Officer or the board President, and may not be called by any other person or persons. The Board of directors, Directors may postpone or reschedule any previously scheduled special meeting of stockholders. Business transacted at any special meeting of stockholders shall be limited to matters relating to the holders purpose or purposes stated in the notice of a majority of the outstanding shares of stock of the Company entitled to vote at the meeting.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Infinity Pharmaceuticals, Inc.), Agreement and Plan of Merger (Palomar Medical Technologies Inc), Agreement and Plan of Merger (MEI Pharma, Inc.)
Special Meetings. Special meetings of the stockholders stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called at any time by the president, Board of Directors or the board of directorspresident and shall be held at such place, on such date, and at such time as they or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meetinghe or she shall fix.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Acceleron Pharma Inc), Agreement and Plan of Merger (Greenhill & Co Inc), Agreement and Plan of Merger (Merck & Co., Inc.)
Special Meetings. Special meetings of the stockholders may be called at any time by resolution of the Board or by the president, president and shall be called by the president or secretary upon the board written request (stating the purpose or purposes of directors, or the holders meeting) of a majority of the directors then in office or of the holders of 51% of the outstanding shares of stock entitled to vote. Only business related to the purposes set forth in the notice of the Company entitled to vote meeting may be transacted at the a special meeting.
Appears in 4 contracts
Samples: Brookstone Holdings Corp., Advanced Audio Concepts, LTD, Brookstone Holdings Corp.
Special Meetings. Special meetings A special meeting of the stockholders for any purpose or purposes may be called at any time by the presidentBoard, the Chairman, the President or the board of directors, or the record holders of at least a majority of the issued and outstanding shares of stock Common Stock of the Company entitled Corporation, to vote be held at such place, date and hour as shall be designated in the meetingnotice or waiver of notice thereof.
Appears in 4 contracts
Samples: Predictive Systems Inc, Norwich Acquisition LTD, Norwich Acquisition LTD
Special Meetings. Special meetings of the stockholders stockholders, for any purpose or purposes, may be called at any time by the president, Board of Directors and shall be called by the president or the board of directors, or secretary upon the holders written request of a majority of the outstanding shares of stock directors. The request shall state the date, time, place and purpose or purposes of the Company entitled to vote at the proposed meeting.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cambium Learning Group, Inc.), Agreement and Plan of Merger (Knight-Swift Transportation Holdings Inc.), Agreement and Plan of Merger (Fuller Max L)
Special Meetings. Special meetings of the stockholders may be called held at any time upon call of the called by the president, Chairman of the Board or by resolution of the board Board or shall be called by the President or Secretary upon the written request stating the purpose or purposes of directors, the meeting of a majority of the directors then in office or of the holders of a majority of the outstanding shares of stock entitled to vote. Only business related to the purposes set forth in the notice of the Company entitled to vote meeting may be transacted at the a special meeting.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Radyne Corp), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/)
Special Meetings. Special meetings A special meeting of the stockholders for any purpose or purposes may be called at any time by the presidentBoard of Directors, or by the board Chairman of directors, or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meeting.the
Appears in 3 contracts
Samples: Honeywell Inc, Honeywell Inc, Honeywell Inc
Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the president, Board or the board Chairman of directorsthe Board, the President or the holders Secretary of the Corporation or by the recordholders of at least a majority of the outstanding shares of common stock of the Company Corporation issued and outstanding and entitled to vote thereat, to be held at such place, date and time as shall be designated in the meetingnotice or waiver of notice thereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ispat International Nv), Agreement and Plan of Merger (PeopleSupport, Inc.), Execution Copy (Mittal Steel USA ISG Inc)
Special Meetings. Special meetings A special meeting of the stockholders may be called at any time by the presidentchairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the holders case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the outstanding shares of stock directors. Any such application shall state the purpose or purposes of the Company entitled to vote at proposed meeting. Any such call shall state the place, date, hour and purposes of the meeting.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Optimer Pharmaceuticals Inc), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Eargo, Inc.
Special Meetings. Special meetings of the stockholders of the ---------------- corporation for any purpose or purposes may be called at any time by the presidentBoard and shall be called by the President or Secretary at the request in writing of (i) the Chairman of the Board, or the board of directors, or the holders of (ii) a majority of the Board or (iii) stockholders owning a majority in voting power of the issued and outstanding shares of stock Common Stock of the Company entitled to vote at the meetingcorporation.
Appears in 2 contracts
Samples: Exchange Agreement (Entravision Communications Corp), Subordinated Note Purchase and Option Agreement (Entravision Communications Corp)
Special Meetings. Special meetings of the stockholders may be called at any time by the president, Board or the board Bank’s Chief Executive Officer or President and may be held at such time and place as shall be stated in a notice of directors, or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meeting.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Federal Home Loan Bank of Seattle), Agreement and Plan of Merger (Federal Home Loan Bank of Des Moines)
Special Meetings. Special meetings of the stockholders stockholders, for any purpose or purposes described in the notice of meeting, may be called at any time by the president, or by the board Board of directorsDirectors, or and shall be called by the president at the request of the holders of a majority not less than one-tenth of the all outstanding shares of stock of the Company Corporation entitled to vote on any issue at the meeting.
Appears in 2 contracts
Samples: Securities Purchase Agreement (MDNA Life Sciences, Inc.), Securities Purchase Agreement (MDNA Life Sciences, Inc.)
Special Meetings. Special meetings of the stockholders may be called at any time by the presidentBoard of Directors, the Chairman of the Board, the Non-Executive Chairman, or by the board of directors, or the holders of a majority stockholders entitled to cast at least one-half of the outstanding shares of stock of the Company votes which all stockholders are entitled to vote cast at the particular meeting.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Edison Schools Inc), Agreement and Plan of Merger (Edison Schools Inc)
Special Meetings. Special meetings of the stockholders shareholders for any purpose or purposes whatsoever may be called at any time by the presidentChairman of the Board (if there be such an officer appointed), by the President, by the Board, or the board of directors, by one or the holders of a majority more shareholders entitled to cast not less than 10% of the outstanding shares of stock of the Company entitled to vote votes at the meeting.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cryolife Inc), Agreement and Plan of Merger (Cardiogenesis Corp /CA)
Special Meetings. Special meetings of the stockholders stockholders, for any purpose or purposes, unless otherwise prescribed by law, may be called at any time by the president, or President and shall be called by the board of directors, or Secretary at the holders direction of a majority of the outstanding shares Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Company Corporation issued and outstanding and entitled to vote at the meetingvote.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amc Entertainment Inc), Agreement and Plan of Merger (Amc Entertainment Holdings, Inc.)
Special Meetings. Special meetings A special meeting of the stockholders for any purpose or purposes may be called at any time by the presidentBoard of Directors, the Chairman of the Board of Directors, the President or the board Secretary of directors, the Corporation or the holders a stockholder or stockholders holding of record at least a majority of the outstanding shares of stock common stock, par value $0.01 per share, of the Company entitled Corporation (“Common Stock”) issued and outstanding, such meeting to vote be held at such place, date and hour as shall be designated in the meetingnotice or waiver of notice thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Martin Marietta Materials Inc), Agreement and Plan of Merger (Martin Marietta Materials Inc)
Special Meetings. Special meetings of the stockholders stockholders, for any purpose or purposes, unless otherwise prescribed by the Certificate of Incorporation or by law, may be called at any time by the president, Chief Executive Officer or by the board of directors, or President and shall be called by the holders Secretary at the direction of a majority of the outstanding shares Board of Directors, or at the request in writing delivered to the Chief Executive Officer, the President or the Secretary of the Corporation of stockholders owning a majority in amount of the entire capital stock of the Company Corporation issued and outstanding and entitled to vote at the meetingvote.
Appears in 2 contracts
Samples: Combination Agreement (Burlington Northern Santa Fe Corp), Rights Agreement (Burlington Northern Santa Fe Corp)
Special Meetings. Special meetings A special meeting of the stockholders for any purpose or purposes may be called at any time by the president, Board or by the board of directors, or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meetingPresident.
Appears in 2 contracts
Samples: Fibernet Telecom Group Inc\, Fibernet Telecom Group Inc\
Special Meetings. Special meetings of the stockholders shall be called only (i) upon written request of the holders of not less than a majority of the total voting power of the outstanding capital stock of the Corporation entitled to vote at such meeting or (ii) upon request of any director. Special meetings of the stockholders may be called held at any such time by and place as may be stated in the president, or the board notice of directors, or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meeting.
Appears in 2 contracts
Samples: And (Time Warner Telecom LLC), Limited Liability Company Agreement (Time Warner Telecom LLC)
Special Meetings. Special meetings of the stockholders stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called at any time by the president, president or by the board of directors, or and shall be called by the president at the request of the holders of a majority not less than two per cent of all the outstanding shares of stock of the Company corporation entitled to vote at the meeting.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Globecomm Systems Inc), Stock Purchase Agreement (Globecomm Systems Inc)
Special Meetings. Special meetings of the stockholders stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called at any time by the president, Chairman of the Board or by the board of directors, or President and shall be called by the holders Secretary at the request of a majority of the outstanding Board of Directors, or at the request in writing of stockholders owning at least 50% of the number of shares of stock the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the Company entitled to vote at the proposed meeting.
Appears in 2 contracts
Samples: Master Transaction Agreement (Infonautics Inc), Master Transaction Agreement (Infonautics Inc)
Special Meetings. Special meetings of the stockholders may be called at any time by the presidentChairman of the Board of Directors, if any, or by the board President (or, in the absence or disability of directorsthe Chairman of the Board and the President, by any Vice President), or by the holders Board of a majority Directors. Such special meetings of the outstanding shares stockholders shall be held at such places, within or outside the state of stock incorporation, as shall be specified in the respective notices or waivers of the Company entitled to vote at the meetingnotice thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Celera CORP), Agreement and Plan of Merger (Quest Diagnostics Inc)
Special Meetings. Special meetings A special meeting of the stockholders may be called at any time by the presidentchairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the holders case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the outstanding shares of stock directors. Any such application shall state the purpose or purposes of the Company entitled to vote at proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bioenvision Inc), Agreement and Plan of Merger (Genzyme Corp)
Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the presidentChairman, the President or the Secretary, or the board of directors, or the holders of a majority by resolution of the outstanding shares Board of stock of the Company entitled to vote at the meetingDirectors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sucampo Pharmaceuticals, Inc.), Agreement and Plan of Merger (Mallinckrodt PLC)
Special Meetings. Special meetings of the stockholders of the Association may be called at any time by the president, or the board of directors, or the holders of a majority order of the outstanding shares Board of stock Directors and shall be called by the Chairman of the Company entitled to vote at Board whenever two (2) common stockholders shall make such request. The request shall state the object of the meeting.
Appears in 2 contracts
Samples: Stock Transfer Agreement (CHS Inc), Stock Transfer Agreement (CHS Inc)
Special Meetings. Special meetings of the stockholders of the Company may be called at any time only by the presidentChairman of the Board, or if there is one, the board President and Chief Executive Officer of directorsthe Company, or by the holders Board of Directors pursuant to a resolution approved by the affirmative vote of at least a majority of the members of the Board of Directors, or by any holder or holders of at least 20% of the outstanding shares of stock of the Company entitled to vote at on the meetingmatter for which the meeting is called, and no such special meeting may be called by any other person or persons.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dynegy Inc /Il/), Agreement and Plan of Merger (Enron Corp/Or/)
Special Meetings. Special meetings of the stockholders stockholders, for any purpose or purposes whatsoever, may be called at any time by the presidentChairman of the Board, the Chief Executive Officer or the board of directors, or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meetingBoard.
Appears in 2 contracts
Samples: Credit and Security Agreement (Neogenomics Inc), Revolving Credit and Security Agreement (Neogenomics Inc)
Special Meetings. Special meetings of the stockholders may be called at any time by the presidentBoard of Directors, the Chairman of the Board or the board of directors, President or the holders of a majority record of the outstanding not less than 10% of all shares of stock of the Company entitled to vote cast votes at the meeting, for any purpose or purposes prescribed in the notice of the meeting and shall be held at such place, on such date and at such time as the Board may fix. Business transacted at any special meeting of stockholders shall be confined to the purpose or purposes stated in the notice of meeting.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (California Micro Devices Corp), Agreement and Plan of Merger (On Semiconductor Corp)
Special Meetings. Special meetings of the stockholders stockholders, unless otherwise prescribed by statute, may be called at any time by the president, Board or by the board of directors, holder or holders on the holders of a majority date of the call of not less than 25% of the issued and outstanding shares of capital stock of the Company entitled to vote at the such special meeting.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Metals Service Inc), Agreement and Plan of Merger (American Metals Service Inc)
Special Meetings. Special meetings of the stockholders may be called at any time by the president, Board or by the president and shall be called by the president or the board of directors, or secretary at the holders request in writing of a majority of the outstanding Board or at the request in writing by any stockholder owning shares of stock the Corporation's capital stock. Such request shall state the purpose or purposes of the Company entitled proposed meeting. Business transacted at a special meeting shall be confined to vote at the meetingpurposes stated in the notice.
Appears in 2 contracts
Samples: Shareholders Agreement (Princeton Video Image Inc), Shareholders Agreement (Princeton Video Image Inc)
Special Meetings. Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the president, or the board of directors, or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meetingBoard.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Complete Genomics Inc), Agreement and Plan of Merger (Complete Genomics Inc)
Special Meetings. Special meetings of the stockholders Stockholders may be called for any purpose at any time by the president, Board or at the board request in writing of directors, or the holders of a majority Stockholders owning at least forty percent (40%) of the total number of outstanding shares of any class of capital stock of the Company entitled to vote at the meetingCorporation as determined by voting power.
Appears in 2 contracts
Samples: Business Combination Agreement (VASO Corp), Business Combination Agreement (Achari Ventures Holdings Corp. I)
Special Meetings. Special meetings A special meeting of the stockholders may be called to be held at any time by the presidentChairman or by the President at the request of any member of the Board of Directors, or as otherwise authorized by the board Certificate of directors, Incorporation or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meetingby law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Airlines, Inc.)
Special Meetings. Special meetings of the stockholders may shall be called at any time held when directed by the presidentBoard of Directors, or the board of directors, or when requested in writing by the holders of a majority not less than 10 percent of all the outstanding shares of stock of the Company entitled to vote at the meeting.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Nexgen Vision Inc)
Special Meetings. Special meetings of the stockholders for any purpose or purposes, unless otherwise provided by statute, may be called at any time by the presidentBoard, or the board of directors, or the holders of a majority Chairman of the outstanding shares of stock of Board, if any, the Company entitled to vote at the meetingPresident or any Vice President.
Appears in 1 contract
Special Meetings. Special meetings of the stockholders may be called at any time by the presidentBoard of Directors, the Chairman of the Board (if any), the President or the board of directors, Secretary or the holders of a majority record of the outstanding not less than 10% of all shares of stock of the Company entitled to vote cast votes at the meeting, for any purpose or purposes prescribed in the notice of the meeting and shall be held at such place, on such date and at such time as the Board may fix. Business transacted at any special meeting of stockholders shall be confined to the purpose or purposes stated in the notice of meeting. SECTION 1.04.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kapstone Paper & Packaging Corp)
Special Meetings. Special meetings of the stockholders may be called at any time by the president, Board of Directors or the board of directorsPresident, and shall be held at such place, on such date, and at such time as it or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meetinghe/she shall fix.
Appears in 1 contract
Samples: Agreement and Plan of Merger (AvidXchange Holdings, Inc.)
Special Meetings. Special meetings of the stockholders may be called at any time by the presidentPresident, or the board of directors, Board or the holders of a majority of the outstanding shares of stock of the Company Company’s common stock, par value $0.01 per share (the “Common Stock”) and the Company’s Series B preferred stock, par value $0.01 per share, voting together as a single class, entitled to vote at the meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes set forth in the notice of such meeting.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Parametric Sound Corp)
Special Meetings. Special meetings of the stockholders stockholders, for any purposes, unless otherwise prescribed by statute, may be called at any time by the president, Chairman of the Board or the board President and shall be called by the Chairman of directorsthe Board, the President or the holders Secretary upon direction by the Board of a majority of the outstanding shares of stock of the Company entitled to vote at the meetingDirectors.
Appears in 1 contract
Special Meetings. Special meetings of the stockholders of the Company may be called at any time only by the presidentChairman of the Board of Directors, the President or the board Board of directors, or Directors. Only those matters set forth in the holders of a majority notice of the outstanding shares special meeting may be considered or acted upon at a special meeting of stock stockholders of the Company entitled to vote at the meetingCompany, unless otherwise provided by law.
Appears in 1 contract
Samples: Polaroid Corp
Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the presidentChairman, the President or the Secretary, or the board of directors, or the holders by resolution of a majority of the outstanding shares Board of stock of the Company entitled to vote at the meetingDirectors.
Appears in 1 contract
Special Meetings. Special meetings A special meeting of the stockholders may be called at any time by the president, or the board of directors, or the holders of by a majority of the outstanding shares of stock directors or by a committee authorized by the board to do so. Any previously scheduled special meeting of the Company entitled stockholders may be postponed by resolution of the board of directors upon public notice given prior to vote at the meetingdate previously scheduled for such special meeting of the stockholders.
Appears in 1 contract
Samples: Employment Agreement
Special Meetings. Special meetings of the stockholders may be called at any time by the presidentChairman of the Board, by resolution of the Board, by the President or Secretary upon the board written request stating the purpose or purposes of directors, the meeting of a majority of the directors then in office or of the holders of a majority of the outstanding shares of stock entitled to vote. Only business related to the purposes set forth in the notice of the Company entitled to vote meeting may be transacted at the a special meeting.
Appears in 1 contract
Special Meetings. Special meetings of the stockholders may be called at any time by the president, Board of Directors or the board of directors, or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meetingChief Executive Officer.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Special Meetings. Special meetings Subject to Section 3.11, a special meeting of the stockholders may be called at any time by the presidentChairman of the Board or the President, or by the board Board of directors, Directors or by the holders of a majority stockholders of the Corporation holding at least fifty percent (50%) of the combined voting power of the then outstanding shares of the Corporation's stock of the Company entitled to vote at the meetingsuch meeting (voting as a single class).
Appears in 1 contract
Special Meetings. Special meetings of the stockholders may be called at any time by the president, President or by the board Board of directors, Directors. Upon written application of one or the holders of a majority more stockholders who are entitled to vote and who hold at least ten percent of the outstanding shares of capital stock of the Company entitled to vote at the meeting, special meetings shall be called by the Clerk, or in case of the death, absence, incapacity or refusal of the Clerk, by any other officer.
Appears in 1 contract
Samples: Bertuccis of White Marsh Inc
Special Meetings. Special meetings A special meeting of the stockholders for any purpose or purposes may be called at any time by the presidentBoard, or the board Chief Executive Officer, the Chairman of directorsthe Board, or the holders of President, a majority of the outstanding Directors then in office or by holders of 10% or more of all shares of stock of the Company entitled to vote at such meeting, and such meeting shall be held on such date and at such place and hour as shall be designated in the meetingnotice thereof. Special meetings of the holders of any class of any stock may be called by the holders of 50% or more of all shares of such class of stock.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Transaction Information Systems Inc)
Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the president, President or the board of directors, or the holders of a majority Secretary of the outstanding shares of stock corporation or by resolution of the Company entitled to vote at the meetingBoard of Directors.
Appears in 1 contract
Special Meetings. Special meetings of the stockholders stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called at any time by the president, or the board of directors, or the holders of a majority of the outstanding shares Board of stock Directors, the Chairman of the Company entitled to vote at Board or the meetingChief Executive Officer.
Appears in 1 contract
Samples: Securities Purchase Agreement (Javo Beverage Co Inc)
Special Meetings. Special meetings of the stockholders may be called at any time by the presidentPresident, the Board of Directors or the board of directors, or the holders holder(s) of a majority of the outstanding shares of stock of the Company entitled to vote at the meetingvoting stock.
Appears in 1 contract
Special Meetings. Special meetings of the stockholders stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called at any time by the president, President and shall be called by the President or Secretary at the board of directors, or the holders request in writing of a majority of the outstanding shares Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Company Corporation issued, outstanding, and entitled to vote at vote. Such request shall state the purpose or purposes of the proposed meeting.
Appears in 1 contract
Special Meetings. Special meetings of stockholders for the purpose of taking any action permitted the stockholders by law and the Certificate of Incorporation of this corporation may be called at any time by at least 66 2/3% of directors then in office. Except in special cases where other express provision is made by statute, notice of such special meetings shall be given in the president, or the board same manner as for annual meetings of directors, or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meetingstockholders.
Appears in 1 contract
Special Meetings. Special meetings of the stockholders ---------------- may be called at any time by the presidentBoard, and may be called by (a) the President, or (b) the board Secretary within 10 calendar days after receipt of directors, or the written request of the holders of a majority of the stock issued and outstanding shares of stock and entitled to vote. Any such request must be sent to the President or the Secretary and must state the purpose or purposes of the Company entitled to vote at the proposed meeting.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seaman Furniture Co Inc)
Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the presidentPresident or Secretary, or the board of directors, or the holders of a majority by resolution of the outstanding shares of stock of the Company entitled to vote at the meetingdirectors.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Greenfield Online Inc)
Special Meetings. Special meetings meeting of the stockholders for any purpose or purposes may be called at any time by the president, or the board of directors, or the holders of by a majority committee of the outstanding shares board of stock directors which as been duly designated by the board of directors and whose powers and authorities, as provided in a resolution of the Company entitled board of directors or in these by-laws, include the power and authority to vote call such meetings, or by stockholders owning at least twenty-five percent (25%) of the meetingentire voting power of the corporation’s capital stock but such special meetings may not be called by any other person or persons.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Computer Software Innovations Inc)
Special Meetings. Special meetings A special meeting of the stockholders for any purpose or purposes may be called at any time by the presidentBoard, the Chairman, the President or the board of directors, Secretary or the record holders of at least a majority of the issued and outstanding shares of stock Common Stock of the Company entitled Corporation, to vote be held at such place, date and hour as shall be designated in the meetingnotice or waiver of notice thereof.
Appears in 1 contract
Samples: RWBV Acquisition Corp
Special Meetings. Special meetings A special meeting of the stockholders for any purpose or purposes may be called at any time by the presidentBoard, the Chairman, the President or the board of directors, or the holders of at least a majority in voting interest of the outstanding shares stockholders, to be held at such place, date and hour as shall be designated in the notice or waiver of stock of the Company entitled to vote at the meetingnotice thereof.
Appears in 1 contract
Samples: Stock Purchase Agreement (Double Eagle Acquisition Corp.)
Special Meetings. Special meetings of the stockholders may be called at any time by the presidentPresident, the Secretary or the Board of Directors of the Corporation, or by any stockholder pursuant to the board written request of directors, or the holders of a majority not less than one-tenth (1/10) of all the outstanding shares of stock of the Company entitled to vote at the meeting.
Appears in 1 contract
Samples: Agreement of Merger and Plan of Reorganization (Accentia Biopharmaceuticals Inc)
Special Meetings. Special meetings of the stockholders stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called at any time by the president, Board or the board of directorschief executive officer and shall be held at such place, on such date, and at such time as they or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meetinghe or she shall fix.
Appears in 1 contract
Samples: Letter Agreement (Spartan Energy Acquisition Corp.)
Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the president, Board or the board Chairman of directorsthe Board, the President or the holders of a majority Secretary of the outstanding shares Corporation, to be held at such place, date and time as shall be designated in the notice or waiver of stock notice thereof. The ability of the Company entitled stockholders to vote at call a special meeting of the meetingstockholders is specifically denied.
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Special Meetings. Special meetings A special meeting of the stockholders for the transaction of any proper business may be called at any time by the president, Board of Directors or by the board of directors, or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meetingPresident.
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Special Meetings. Special meetings of the stockholders for any purpose or purposes, unless otherwise provided by statute, may be called at any time by the president, or the board of directors, or the holders of a majority Chairman of the outstanding shares of stock of Board, if any, the Company entitled to vote at the meetingPresident or any Vice President.
Appears in 1 contract
Samples: Brooks Pharmacy, Inc.
Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the presidentPresident or the Secretary, or by resolution of the board Board of directorsDirectors, and shall be called by the President or Secretary at the holders request in writing of stockholders owning a majority in amount of the outstanding shares of entire capital stock of the Company Corporation issued and outstanding, and entitled to vote at vote. Such request shall state the purpose or purposes of the proposed meeting.
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Special Meetings. Special meetings A special meeting of the stockholders for any purpose or purposes may be called at any time by the presidentBoard, the Chairman, or the board of directors, or the record holders of a majority at least 10% of the issued and outstanding shares of stock Common Stock of the Company entitled Corporation, to vote be held at such place, date and hour as shall be designated in the meetingnotice or waiver of notice thereof.
Appears in 1 contract
Samples: Alliance Imaging Inc /De/
Special Meetings. Special meetings A special meeting of the stockholders shareholders may be called at any time by the president, president or the board of directors, Board or the holders of a majority chair of the outstanding shares of stock of the Company entitled to vote at the meetingBoard.
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Samples: webfiles.thecse.com
Special Meetings. Special meetings of the stockholders may be called at any time by the president, or the board Board of directorsDirectors, or the holders of a majority of the outstanding shares of capital stock of the Company entitled to vote at the meeting.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Williams Scotsman International Inc)
Special Meetings. Special meetings of the stockholders shareholders may be called at any time by the presidentChairman of the Board, the President and Chief Executive Officer or the board of directors, or the holders of a majority of the Board of Directors acting with or without a meeting, or the holder or holders of one-half of all the shares outstanding shares of stock of the Company and entitled to vote at the meetingthereat.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Contango Oil & Gas Co)
Special Meetings. Special meetings of the stockholders stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called at any time by the presidentBoard of Directors, the Chairperson or the board of directors, President or as otherwise provided by law or the holders Certificate of a majority of the outstanding shares of stock of the Company entitled to vote Incorporation and shall be held at the meetingsuch place, on such date, and at such time as they or he shall fix.
Appears in 1 contract
Samples: Merger Agreement (Perrigo Co)
Special Meetings. Special meetings A special meeting of the stockholders for any purpose or purposes may be called at any time by (A) the president, or Board; (B) the board of directors, or Chairman; (C) the President; (D) the record holders of a majority at least 25% of the issued and outstanding shares of stock common stock, par value $0.01 per share, of the Company entitled Corporation (the “Common Stock”); to vote be held at such place, date and hour as shall be designated in the meetingnotice or waiver of notice thereof.
Appears in 1 contract
Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the president, or the board of directors, or the holders of a majority of the outstanding shares of stock Board, the Chairman of the Company entitled to vote Board or the Chief Executive Officer of the Corporation, and may not be called by any other person or persons. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the meetingCorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Oaktree Acquisition Corp.)
Special Meetings. Special meetings (a) A special meeting of the stockholders of the Corporation may be called for any purpose or purposes at any time by the presidentChairman or President of the Corporation, by the Board of Directors or the board of directors, or by the holders of a majority not less than 10% of the outstanding shares of capital stock of the Company Corporation entitled to vote at the such meeting.
Appears in 1 contract
Special Meetings. Special meetings of the stockholders may be called at any time by the presidentBoard of Directors, the Chairman of the Board (if any), the President or the board of directors, Secretary or the holders of a majority record of the outstanding not less than 10% of all shares of stock of the Company entitled to vote cast votes at the meeting, for any purpose or purposes prescribed in the notice of the meeting and shall be held at such place, on such date and at such time as the Board may fix. Business transacted at any special meeting of stockholders shall be confined to the purpose or purposes stated in the notice of meeting.
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Special Meetings. Special meetings of the stockholders may shall be called at any time held upon the calling by the presidentChairman of the Board or the President, or by the board Board of directors, Directors by vote at a meeting or by unanimous written consent. The business at all special meetings shall be confined to that specifically named in the holders of a majority notice thereof. The time and location of the outstanding shares meeting shall be determined by the Board of stock of the Company entitled to vote at the meetingDirectors.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MxEnergy Holdings Inc)
Special Meetings. Special meetings A special meeting of the stockholders for any purpose or purposes may be called at any time by the president, or Board and such meeting shall be held on such date and at such place and hour as shall be designated in the board of directors, or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meetingnotice thereof.
Appears in 1 contract
Samples: Coleman Co Inc
Special Meetings. Special meetings of the stockholders may be called at any time by the president, Board of Directors or the board Chairman of directors, or the Board and shall be called by the Secretary at the request in writing of holders of record of a majority of the outstanding shares of capital stock of the Company Corporation entitled to vote at vote. Such request shall state the purpose or purposes of the proposed meeting.
Appears in 1 contract
Samples: Director Nomination Agreement (GS Acquisition Holdings Corp II)
Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the presidentBoard of Directors, or the board of directors, or the holders of by a majority committee of the outstanding shares Board of stock Directors which has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Company entitled Board of Directors, include the power to vote at the meetingcall such meetings.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Raindance Communications Inc)
Special Meetings. Special meetings of the stockholders Stockholders may be called at ---------------- any time only by the presidentBoard of Directors, the Chairman of the Board or the board of directors, or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meetingChief Executive Officer.
Appears in 1 contract
Special Meetings. Special meetings Meetings of the stockholders of the corporation may be called called, for any purpose or purposes, by the Chairman of the Board, the President or the Board of Directors at any time by the president, or the board of directors, or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meetingtime.
Appears in 1 contract
Special Meetings. Special meetings of the stockholders stockholders, unless otherwise prescribed by statute, may be called at any time by the president, Board of Directors or Chairman of the Board or the board of directors, or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meetingPresident.
Appears in 1 contract
Samples: Subscription Agreement (Cluett Peabody & Co Inc /De)
Special Meetings. Special meetings of the stockholders may be called at any time by the presidentChairman of the Board, President or by the Board of Directors and shall be called by the Chairman, the President or the board Secretary at the written request of directors, or the holders of a majority stockholders holding shares entitled to cast not less than twenty-five per cent of the outstanding shares of stock of the Company entitled to vote votes at the meeting. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Special Meetings. Special meetings of the stockholders may be called ---------------- at any time only by the presidentChairman of the Board (if any), or the board of directors, or the holders of a majority of the outstanding shares Board of stock Directors or the President and shall be held at such place, on such date and at such time as shall be fixed by the Board of Directors or the Company entitled to vote at person calling the meeting. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.
Appears in 1 contract
Samples: Matrixone Inc
Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the presidentChairman of the Board, the president or the board Board of directors, or Directors in accordance with the holders Corporation’s Articles of a majority of the outstanding shares of stock of the Company entitled to vote at the meetingIncorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Defiance Financial Corp)
Special Meetings. Special meetings of the stockholders may be called at any time by the president, President or by the board Board of directors, Directors. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the holders notice of a majority of the outstanding shares of stock of the Company entitled to vote at the meeting.
Appears in 1 contract
Samples: License and Marketing Agreement
Special Meetings. Special meetings of the stockholders may be called at any time by the presidentBoard of Directors or by the Chairman of the Board of Directors, or the board of directorsPresident, and may not be called by any other person or the holders of a majority of the outstanding shares of stock of the Company entitled to vote at the meetingpersons.
Appears in 1 contract
Special Meetings. Special meetings of the stockholders may be called at any time time, either by the president, Board or by the board Chairman of directors, or the holders Board. The Chairman of the Board shall call a special meeting of the stockholders whenever a request to do so is made in writing by stockholders representing a majority of the outstanding shares of stock of the Company entitled to vote at the meetingCorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Accelrys, Inc.)
Special Meetings. Special meetings of the stockholders may be called at any time by the presidentPresident, the Board of Directors, or by the board Secretary at the written request (stating the purpose or purposes for which the meeting is called) of directors, or the holders of a majority not less than one-tenth of all the outstanding shares of stock of the Company entitled to vote at the meeting.
Appears in 1 contract
Special Meetings. Special meetings of The President, the stockholders may be called at any time by the president, or the board of directorsBoard, or the holders of a majority not less than one-tenth of all the outstanding shares of stock of the Company corporation entitled to vote at the meetingmeeting may call special meetings of the stockholders for any purpose.
Appears in 1 contract
Special Meetings. Special meetings of the stockholders may be called at any time by the presidentChairman or by the Board of Directors. A special meeting shall be called by (subject to Section 4.06) the President and Chief Executive Officer or by the Secretary, or the board of directors, or the holders immediately upon receipt of a majority of the outstanding shares of stock of the Company entitled to vote at the meeting.written request therefor by stockholders
Appears in 1 contract
Samples: Riverwood Holding Inc
Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the presidentChairman of the Board, the Chief Executive Officer, the President or the Secretary, or by resolution of the board of directors, or the holders of a majority of the Board of Directors or by vote of the stockholders holding 25% or more of the outstanding shares of stock of the Company entitled to vote corporation. Any business (regardless of whether specified in the notice of meeting) may be conducted at the a special meeting.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Beverly Enterprises Inc)
Special Meetings. Special meetings of the stockholders shareholders may be called at any time by the president, or by the board of directors, or by shareholders holding not less than one-fourth of all the holders of a majority of the outstanding shares of capital stock of the Company entitled to vote at the meetingoutstanding.
Appears in 1 contract
Samples: Relocation Management Systems Inc
Special Meetings. Special meetings A special meeting of the stockholders for any purpose or purposes may be called at any time by the presidentBoard of Directors, or by the board Chairman of directorsthe Board of Directors, or by the holders of a majority President of the outstanding shares Corporation, or as otherwise prescribed by statute or by the Certificate of stock Incorporation of the Company entitled to vote at the meetingCorporation.
Appears in 1 contract
Samples: Honeywell Inc
Special Meetings. Special meetings of the stockholders for any ----------- ---------------- purpose or purposes may be called at any time by the president, or the board of directors, or the holders of a majority Chairman of the outstanding shares of stock of the Company entitled to vote at the meeting.Board
Appears in 1 contract
Samples: Dover Downs Entertainment Inc