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

Consent of Stockholders in Lieu of Meeting. Unless --------- ------------------------------------------ otherwise provided in 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, 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 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 of Merger (Turner Paul H), Agreement of Merger (Simons Stephen W), Armkel LLC

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Consent of Stockholders in Lieu of Meeting. Unless --------- ------------------------------------------ otherwise provided in the Certificate of Incorporation, any action required or permitted by law to be taken at any Annual annual or Special Meeting special meeting of Stockholders stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such 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 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 (Ixia), Agreement and Plan of Merger (Ixia), Side Agreement (Tekelec)

Consent of Stockholders in Lieu of Meeting. Unless --------- ------------------------------------------ otherwise provided in the Certificate of Incorporation, any Any action required or permitted to which may be taken at any Annual a special or Special Meeting of Stockholders annual meeting of the Corporation, stockholders may be taken without a meeting, without prior notice notice, and without a vote, if a consent in writing, setting forth the action so taken, shall will be signed by all of the holders of outstanding stock having the right to vote and representing not less than the minimum number of votes that which 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 will be given to those stockholders who have not consented in writing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (ARBINET Corp), Agreement and Plan of Merger (Primus Telecommunications Group Inc)

Consent of Stockholders in Lieu of Meeting. Unless --------- ------------------------------------------ otherwise provided in required by law, the Certificate of Incorporation, these Bylaws or the Joint Venture Agreement 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, 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 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 2 contracts

Samples: Joint Venture Agreement (Sequana Therapeutics Inc), Joint Venture Agreement (Sequana Therapeutics Inc)

Consent of Stockholders in Lieu of Meeting. Unless --------- ------------------------------------------ otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any Annual or Special Meeting meeting of Stockholders stockholders of the Corporation, 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 the holders of outstanding capital stock 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 Such writing or writings shall be filed with the minutes of meetings of the stockholders and 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 2 contracts

Samples: Agreement and Plan of Merger (Bae Systems PLC), Agreement and Plan of Merger (BAE Systems, Inc.)

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Consent of Stockholders in Lieu of Meeting. Unless --------- ------------------------------------------ otherwise provided in the Certificate of IncorporationIncorporation of the Corporation, any action required to be taken or permitted to which may be taken at any Annual annual or Special Meeting special meeting of Stockholders of the Corporation, stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed signed, in person or by proxy, 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 thereon were present and votedvoted in person or by proxy and shall be delivered to the Corporation as required by law. 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 1 contract

Samples: Agreement and Plan of Merger (Mortons Restaurant Group Inc)

Consent of Stockholders in Lieu of Meeting. Unless --------- ------------------------------------------ otherwise provided in the Certificate certificate of Incorporationincorporation, any action required or permitted by law to be taken at any Annual annual or Special Meeting special meeting of Stockholders stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such 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 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 1 contract

Samples: Agreement and Plan of Merger (Tekelec)

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