Action by Written Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by law, be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.
Action by Written Consent of Stockholders. On the date hereof the Stockholders will execute and deliver a unanimous written consent in lieu of a meeting in accordance with applicable law for the purpose of authorizing the transactions contemplated hereby. The recommendation of the Board of Directors will remain in effect at all times prior to the Effective Time. The Stockholders hereby agree to vote all shares of capital stock of the Company held of record by him or over which the exercise voting control in favor of the Merger, this Agreement and the consummation of the transactions contemplated hereby and shall not demand appraisal or dissenter's rights in connection with the merger under the business corporation laws of the State of New York.
Action by Written Consent of Stockholders. The parties hereto agree that whenever any action is proposed to be taken by Stockholders without a meeting, the Stockholders proposing to act by such consent shall, or shall cause the Company to, give the 399 Stockholders at least 7 days' prior written notice (or such shorter notice period as is agreed to in writing) of such proposed action specifying the action to be taken and the purpose thereof (such notice requirement shall be deemed satisfied and waived by execution of such consent by 399 Stockholders which hold in the aggregate more than 50% of the shares of Common Stock on a Diluted Basis held by all 399 Stockholders).
Action by Written Consent of Stockholders. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. The secretary shall give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to those stockholders who have not consented in writing. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner required by this Section 2.9 within sixty (60) days of the first date on which a written consent is so delivered to the Corporation. Any person executing a consent may provide, whether through instruction to an agent or otherwise, that such a consent will be effective at a future time (including a time determined upon the happening of an event), no later than sixty (60) days after such instruction is given or such provision is made, if evidence of such instruction or provision is provided to the Corporation. Unless otherwise provided, any such consent shall be revocable prior to its becoming effective. An electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written and signed for the purposes of this Section 2.9, provided that any such electronic transmission sets forth or is delivered with information from which the Corporation can determine (i) that the electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder o...
Action by Written Consent of Stockholders. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. An electronic transmission consenting to action to be taken transmitted by a stockholder, a proxyholder or by a person authorized to act by such stockholder, shall be deemed to be written and signed for the purposes of this Section if the electronic transmission sets forth or is delivered with information from which the corporation can determine that the electronic transmission was transmitted by the stockholder, the proxyholder or by a person authorized to act for the stockholder and the date on which such electronic transmission was transmitted. Any such consent given by electronic transmission shall be deemed delivered as provided by the General Corporation Law of the State of Delaware (the “General Corporation Law”). Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by law, be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation.
Action by Written Consent of Stockholders. On the date hereof the Stockholders will execute and deliver a unanimous written consent in lieu of a meeting in accordance with applicable law for the purpose of authorizing the transactions contemplated hereby. The recommendation of the Board of Directors will remain in effect at all times prior to the Effective Time. The Stockholders hereby agree to vote all shares of capital stock of the Company held of record by them or over which the exercise voting control in favor of the Merger, this Agreement and the consummation of the transactions contemplated hereby and shall not demand appraisal or dissenter's rights in connection with the merger under the business corporation laws of the State of Connecticut.
Action by Written Consent of Stockholders. (a) Until the Effective Date, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken (i) by a vote of stockholders at a meeting of stockholders duly noticed and called in accordance with Delaware Law or (ii) without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding capital stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
Action by Written Consent of Stockholders. (a) Any action required or permitted to be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, (i) shall be signed by holders of record on the record date of outstanding shares of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and (ii) shall be delivered to the Secretary at the principal executive offices of the Corporation or otherwise delivered to the Corporation in accordance with applicable law. Every written consent shall bear the date of the signature of each stockholder who signs the consent, and no written consent shall be effective to take corporate action unless, within sixty (60) days of the earliest dated valid consent delivered in the manner described in this Article II, Section 11, written consents signed by the requisite percentage of stockholders entitled to exercise such consent are delivered to the Corporation in the manner described in this Article II, Section 11. Only stockholders of record on the record date shall be entitled to consent to corporate action in writing without a meeting.
Action by Written Consent of Stockholders. Subject to the rights of any series of Preferred Stock then outstanding and except as set forth herein, no action shall be taken by the stockholders of the Corporation except at a duly called annual or special meeting of stockholders, and no action shall be taken by the stockholders of the Corporation by written consent in lieu of a meeting. Notwithstanding the foregoing, if a vacancy in the Board of Directors occurs as a result of (i) any newly created directorship resulting from any increase in the authorized number of directors or (ii) the effectiveness of the resignation of a director that was contingent upon such director’s having failed to receive the requisite vote of stockholders for such director’s election and, if applicable, the Board’s acceptance thereof, if approved in advance by a majority of the Whole Board, the stockholders may act by consent in lieu of a meeting solely for the purpose of electing a nominees or Subsequent Nominee, as applicable, to the Board of Directors to fill any such vacancy or unfilled directorship.
Action by Written Consent of Stockholders. Subject to the rights of any series of preferred stock, par value $0.0001 per share, of the Corporation (“Preferred Stock”) permitting the holders of such series of Preferred Stock to act by written consent, and except as otherwise provided in Section 6.4 of the Certificate of Incorporation, any action required or permitted to be taken by stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders and may not be effected by written consent in lieu of a meeting.
