Common use of Action by Consent Clause in Contracts

Action by Consent. Any action required or permitted to be taken at any meeting of Stockholders, including the annual meeting, may be taken without a meeting, without prior notice and without a vote, if, prior to such action, a written consent or consents thereto, setting forth such action, is signed by the holders of record of shares of the stock of the Corporation, issued and outstanding and entitled to vote thereon, 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.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Chembio Diagnostics, Inc.), Business Combination Agreement and Plan of Reorganization (Novus Capital Corp), Business Combination Agreement and Plan of Reorganization (Tortoise Acquisition Corp.)

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Action by Consent. Any action required or permitted to be taken at any annual or special meeting of Stockholdersstockholders, including the or any action which may be taken at any annual meetingor special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if, prior to such action, if a written consent or consents thereto, setting forth such action, is in writing shall be signed by the holders of record of shares of the outstanding stock of the Corporation, issued and outstanding and entitled to vote thereon, 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. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Neustar Inc), Agreement and Plan of Merger (AOL Inc.), Agreement and Plan of Merger (AOL Inc.)

Action by Consent. Any action required or permitted to be taken at any a meeting of Stockholders, including the annual meeting, stockholders may be taken without a meeting, without prior notice and without a vote, meeting if, prior to such before or after the action, a written consent or consents thereto, setting forth such action, thereto is signed by the holders of record of shares stockholders holding at least a majority of the stock voting power, except that if any greater proportion of the Corporation, issued and outstanding and entitled to vote thereon, having not less than the minimum number of votes that would be necessary to authorize or take voting power is required for such action at a meeting, then such greater proportion of written consents shall be required. In no instance where action is authorized by written consent, need a meeting at which all shares entitled to vote thereon were present and votedof stockholders be called or noticed.

Appears in 3 contracts

Samples: Business Financing Modification Agreement (Rimini Street, Inc.), Business Financing Modification Agreement (Rimini Street, Inc.), Business Financing Agreement (Rimini Street, Inc.)

Action by Consent. Any action required or permitted to be taken at any meeting of Stockholders, including the annual meeting, Stockholders may be taken without a meeting, without prior notice and without a vote, if, prior to such action, a written consent or consents thereto, setting forth such action, is signed by the holders of record of shares of the stock Stock of the CorporationCompany, issued and outstanding and entitled to vote thereon, 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.

Appears in 2 contracts

Samples: Operating Agreement (Upc Polska Inc), Operating Agreement (Upc Polska LLC)

Action by Consent. Any action required or permitted to be taken at any annual or special meeting of Stockholders, including the annual meeting, stockholders may be taken without a meeting, without prior notice and without a vote, if, prior to such action, if a written consent or consents theretoconsents, setting forth such actionthe action to be so taken, is are signed by all of the holders of record of shares of the outstanding stock of the Corporation, issued and outstanding and entitled to vote thereon, having not less than with respect to the minimum number of votes that would be necessary subject matter thereof and delivered to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and votedthe Corporation in accordance with the DGCL.

Appears in 1 contract

Samples: Transaction Agreement (Advanced Emissions Solutions, Inc.)

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Action by Consent. Any action required or permitted to be taken at any meeting of Stockholders, including the annual meeting, stockholders may be taken without a meeting, without prior notice and without a vote, if, prior to such action, a written consent or consents thereto, setting forth such action, is signed by the holders of record of shares of the stock of the Corporation, issued and outstanding and entitled to vote thereon, 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hewitt Associates Inc)

Action by Consent. Any action required or permitted to be taken at any a meeting of Stockholders, including the annual meeting, stockholders may be taken without a meeting, without prior notice and without a vote, meeting if, prior to such before or after the action, a written consent or consents thereto, setting forth such action, thereto is signed by the holders of record of shares stockholders holding at least a majority of the stock voting power, except that if any greater proportion of the Corporation, issued and outstanding and entitled to vote thereon, having not less than the minimum number of votes that would be necessary to authorize or take voting power is required for such action at a m(euro)eting, then such greater proportion of written consents shall be required. In no instance where action is authorized by written consent, need a meeting at which all shares entitled to vote thereon were present and votedof stockholders be called or noticed.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Havana Group Inc)

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