Common use of Closing of Transfer Books and Fixing Record Date Clause in Contracts

Closing of Transfer Books and Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, seventy days. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notices of the meeting are mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

Appears in 2 contracts

Samples: Merger Agreement (Media General Inc), Merger Agreement (Nexstar Broadcasting Group Inc)

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Closing of Transfer Books and Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of stockholders shareholders or any adjournment thereof, or entitled to receive payment of any dividend, dividend or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, seventy sixty (60) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, action requiring such determination of shareholders, shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notices notice of the meeting are is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When . Once a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board Board of directors Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original adjourned meeting.

Appears in 1 contract

Samples: Share Purchase and Sale Agreement (Dragon's Lair Holdings, Inc.)

Closing of Transfer Books and Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of stockholders shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, seventy daysat least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the of record date for any such determination of shareholders. However, such date is not to be more than sixty days, prior and in the case of a meeting of the shareholders, such date in any case to shall not be not more less than seventy ten days prior to the date on which the particular action, action requiring such determination of shareholders, shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notices notice of the meeting are is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board Board of directors Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original adjourned meeting.

Appears in 1 contract

Samples: Series E Convertible Preferred Stock Purchase Agreement (Accentia Biopharmaceuticals Inc)

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Closing of Transfer Books and Fixing Record Date. For the purpose of determining shareholders stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders stockholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, seventy 60 days. If the stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least 10 days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such the determination of shareholdersstockholders, such date in any case to be not more than seventy 60 days and, in case of a meeting of stockholders, not less than 10 days prior to the date on which the particular action, action requiring such determination of shareholders, stockholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders stockholders entitled to notice of or to vote at a meeting of shareholdersstockholders, or shareholders stockholders entitled to receive payment of a dividend, the date day preceding the day on which notices notice of the meeting are is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholdersstockholders. When a determination of shareholders stockholders entitled to vote at any meeting of shareholders stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board Board of directors Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original adjourned meeting.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Nexgen Vision Inc)

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