Action by Consent Without a Meeting. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not fewer 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 voting. Prompt notice of the taking of any such action shall be given to those stockholders who did not consent in writing.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Radyne Corp), Agreement and Plan of Merger (Dress Barn Inc), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/)
Action by Consent Without a Meeting. Any Subject to the Shareholders Agreement, including but not limited to Sections 3.1 through 3.5 thereof, so long as such Shareholders Agreement remains in effect, any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not fewer 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 voting. Prompt notice of the taking of any such action shall be given to those stockholders who did not consent in writing.
Appears in 4 contracts
Samples: Brookstone Holdings Corp., Brookstone Holdings Corp., Advanced Audio Concepts, LTD