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Common use of Consent of Stockholders in Lieu of Meeting Clause in Contracts

Consent of Stockholders in Lieu of Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote only to the extent permitted by and in the manner provided in the Certificate of Incorporation and in accordance with applicable law.

Appears in 5 contracts

Samples: Business Combination Agreement (CBRE Acquisition Holdings, Inc.), Merger Agreement (GigCapital4, Inc.), Merger Agreement (Experience Investment Corp.)

Consent of Stockholders in Lieu of Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote only to the extent permitted by and in the manner provided in the Amended and Restated Certificate of Incorporation and in accordance with applicable lawthe DGCL.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Dell Technologies Inc), Voting and Support Agreement (Dodge & Cox), Waiver (Vmware, Inc.)

Consent of Stockholders in Lieu of Meeting. Any action Actions required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meetingmeeting upon the written consent of the stockholders, without prior notice and without a vote but only to if such action is taken in accordance with the extent permitted by and in the manner provided in provisions of Article IX of the Certificate of Incorporation and in accordance with applicable lawIncorporation.

Appears in 2 contracts

Samples: Reorganization Agreement (Fidelity National Financial, Inc.), Reorganization Agreement (Cannae Holdings, Inc.)

Consent of Stockholders in Lieu of Meeting. Any action required or permitted to that may be taken at any annual or special meeting of stockholders of the Corporation 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 all of the holders of outstanding stock entitled to vote only to the extent permitted by and in the manner provided in the Certificate of Incorporation and in accordance with applicable lawthereon.

Appears in 2 contracts

Samples: Merger Agreement (iPCS, INC), Merger Agreement (Sprint Nextel Corp)

Consent of Stockholders in Lieu of Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote only to the extent permitted by and in the manner provided in the Amended and Restated Certificate of Incorporation and in accordance with applicable law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Legacy Reserves Lp), Merger Agreement (Legacy Reserves Lp)

Consent of Stockholders in Lieu of Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation corporation, or any action which may 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 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 only to the extent permitted by thereon were present and in the manner provided in the Certificate of Incorporation and in accordance with applicable lawvoted.

Appears in 1 contract

Samples: Merger Agreement (Perrigo Co)

Consent of Stockholders in Lieu of Meeting. Any Unless otherwise restricted by the Restated Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote only to the extent permitted by and in the manner provided in the Certificate of Incorporation and in accordance with applicable law.

Appears in 1 contract

Samples: Transaction Agreement (Replay Acquisition Corp.)

Consent of Stockholders in Lieu of Meeting. Any action required or permitted to be taken at any annual or special a meeting of stockholders of the Corporation may be taken without a meeting, without prior notice meeting if there is filed with the records of stockholders’ meetings a written consent which sets forth the action and without is signed by 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 only to the extent permitted by thereon were present and in the manner provided in the Certificate of Incorporation and in accordance with applicable lawvoted.

Appears in 1 contract

Samples: Merger Agreement (MxEnergy Holdings Inc)

Consent of Stockholders in Lieu of Meeting. Any Unless otherwise provided by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote only to vote, if a consent in writing, setting forth the extent permitted action so taken, shall be signed by and in all of the manner provided in the Certificate holders of Incorporation and in accordance with applicable lawoutstanding stock.

Appears in 1 contract

Samples: Merger Agreement (Bayard Drilling Technologies Inc)

Consent of Stockholders in Lieu of Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote only to the extent permitted by and in the manner provided in the Certificate of Incorporation and in accordance with applicable law.

Appears in 1 contract

Samples: Merger Agreement (Latham Group, Inc.)