Common use of Action by Written Consent Clause in Contracts

Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Amended and Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders.

Appears in 11 contracts

Samples: Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)

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Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Second Amended and Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholdersstockholders of the Corporation.

Appears in 8 contracts

Samples: Business Combination Agreement (Qt Imaging Holdings, Inc.), Business Combination Agreement (Banyan Acquisition Corp), Business Combination Agreement (Banyan Acquisition Corp)

Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Second Amended and Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders.

Appears in 4 contracts

Samples: Merger Agreement (East Resources Acquisition Co), Merger Agreement (Fortune Rise Acquisition Corp), Business Combination Agreement (Decarbonization Plus Acquisition Corp)

Action by Written Consent. Except as may be otherwise expressly provided for or fixed pursuant to this Amended and Restated Certificate (including any Preferred Stock Designation) relating to the rights of Designation permitting the holders of any outstanding one or more series of Preferred StockStock to act by written consent, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders.

Appears in 3 contracts

Samples: Business Combination Agreement (FTAC Athena Acquisition Corp.), Agreement and Plan of Merger (ECP Environmental Growth Opportunities Corp.), Agreement and Plan of Merger (ECP Environmental Growth Opportunities Corp.)

Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Amended and Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, any Any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders holders and may not be effected by written consent of the stockholders.

Appears in 3 contracts

Samples: Merger Agreement (Roman DBDR Tech Acquisition Corp.), Agreement and Plan of Merger (M III Acquisition Corp.), Agreement and Plan of Merger (M III Acquisition Corp.)

Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Amended and Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected by at a duly called annual or special meeting of such the stockholders and may not be effected by written consent in lieu of the stockholdersa meeting.

Appears in 2 contracts

Samples: Merger Agreement (Logiq, Inc.), Merger Agreement (Abri SPAC I, Inc.)

Action by Written Consent. Except as may be otherwise expressly provided for or fixed pursuant to this Amended and Restated Certificate (including by the terms of any series of Preferred Stock Designation) relating to the rights of permitting the holders of any outstanding such series of Preferred StockStock to act by written consent, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders holders and may not be effected by written consent of the stockholders.

Appears in 2 contracts

Samples: Investment Agreement (Easterly Acquisition Corp.), Business Combination Agreement (ROI Acquisition Corp.)

Action by Written Consent. Except as may be otherwise expressly provided for or fixed pursuant to this Amended and Restated Certificate (including by the terms of any series of Preferred Stock Designation) relating to the rights of permitting the holders of any outstanding such series of Preferred StockStock to act by written consent, any action required or permitted to be taken by the stockholders of the Corporation must be effected by at a duly called annual or special meeting of such the stockholders and may not be effected by written consent in lieu of the stockholdersa meeting.

Appears in 1 contract

Samples: Merger Agreement (Abri SPAC I, Inc.)

Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, subsequent to the consummation of the Offering, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders.

Appears in 1 contract

Samples: Business Combination Agreement (Clean Earth Acquisitions Corp.)

Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Fifth Amended and Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must may be effected by either a duly called annual or special meeting of such stockholders and may not be effected or by written consent of the stockholdersstockholders of the Corporation.

Appears in 1 contract

Samples: Merger Agreement (Sharecare, Inc.)

Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Amended and Restated Certificate (including any Preferred Stock Designation) relating to the rights of Designation permitting the holders of any outstanding series of Preferred StockStock to act by written consent, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders.

Appears in 1 contract

Samples: Merger Agreement (Monterey Capital Acquisition Corp)

Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Amended and Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders.

Appears in 1 contract

Samples: Merger Agreement (Landcadia Holdings III, Inc.)

Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Amended and Restated Certificate (including any Preferred Stock Designation) relating Subject to the rights of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected by at a duly called annual or special meeting of such the stockholders of the Corporation (and may not be effected taken by written consent of the stockholdersstockholders in lieu of a meeting).

Appears in 1 contract

Samples: Merger Agreement (10X Capital Venture Acquisition Corp. III)

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Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Second Amended and Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, subsequent to the consummation of the Offering and until the consummation of the initial Business Combination, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholdersstockholders other than with respect to the Class B Common Stock with respect to which action may be taken by written consent.

Appears in 1 contract

Samples: Business Combination Agreement (FG New America Acquisition Corp.)

Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Third Amended and Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock), any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders.

Appears in 1 contract

Samples: Transaction Support Agreement (ATI Physical Therapy, Inc.)

Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Amended and Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholdersstockholders other than with respect to the Class B Common Stock, with respect to which action may be taken by written consent.

Appears in 1 contract

Samples: Transaction Agreement and Plan of Merger (Sentinel Energy Services Inc.)

Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Third Amended and Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, subsequent to the consummation of the Offering, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholdersstockholders other than with respect to the Class B Common Stock with respect to which action may be taken by written consent.

Appears in 1 contract

Samples: Business Combination Agreement (Deerfield Healthcare Technology Acquisitions Corp.)

Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Amended and Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, subsequent to the consummation of the Offering, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholdersstockholders other than with respect to our Class B Common Stock with respect to which action may be taken by written consent.

Appears in 1 contract

Samples: Forward Purchase Agreement (Lionheart Acquisition Corp. II)

Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Amended and Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, any Any action required or permitted to be taken by the stockholders of the Corporation must be effected by at a duly called annual or special meeting of such stockholders of the Corporation and may not be effected by written any consent in writing by such stockholders; provided, however, that any action required or permitted to be taken by the holders of any series of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the stockholdersextent expressly so provided by the applicable certificate of designation for such series of Preferred Stock.

Appears in 1 contract

Samples: Merger Agreement (Biocryst Pharmaceuticals Inc)

Action by Written Consent. Except as may be otherwise provided for or fixed pursuant to this Amended and & Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholdersstockholders other than with respect to the Class B Common Stock, with respect to which action may be taken by written consent.

Appears in 1 contract

Samples: Transaction Agreement and Plan of Merger (Sentinel Energy Services Inc.)

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