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

Consent of Stockholders in Lieu of Meeting. Any action required to be taken at any annual or special meeting of stockholders of the 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 or consents 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 and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be made by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner prescribed in the first paragraph of this Section.

Appears in 4 contracts

Samples: Merger Agreement (Analog Acquisition Corp), Merger Agreement (Cable Systems Holding LLC), Agreement and Plan of Merger (Cable Systems Holding LLC)

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Consent of Stockholders in Lieu of Meeting. Any action To the fullest extent permitted by law, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken at for or in connection with any annual or special meeting of stockholders of the Corporationcorporate action, or any such 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 votevote of stockholders, if a consent or consents 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 and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be made by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered in the manner required by law to the Corporation, a written consent or consents signed by a sufficient number of holders or members to take action are delivered to the Corporation by delivery to its registered office in the manner prescribed State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the first paragraph of this SectionCorporation's registered office shall be by hand or by certified or registered mail, return receipt requested. [Section 228.]

Appears in 2 contracts

Samples: Stock Purchase Agreement and Agreement and Plan of Merger (NCP SBG Lp), By Laws (Dynatech Corp)

Consent of Stockholders in Lieu of Meeting. Any action required to be taken at any annual or special meeting of stockholders of the 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 or consents 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 and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be made by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner prescribed in the first paragraph of this SectionSection 8.

Appears in 2 contracts

Samples: Merger Agreement (Ashland Coal Inc), Merger Agreement (Ashland Inc)

Consent of Stockholders in Lieu of Meeting. Any action required to be taken at any annual or special meeting of stockholders of the 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 or consents 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 and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be made by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner prescribed in the first paragraph of this Section.this

Appears in 2 contracts

Samples: Merger Agreement (Primedex Health Systems Inc), Merger Agreement (Radiologix Inc)

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Consent of Stockholders in Lieu of Meeting. Any action To the fullest extent permitted by law, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken at for or in connection with any annual or special meeting of stockholders of the Corporationcorporate action, or any such 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 votevote of stockholders, if a consent or consents 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 and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be made by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder or member who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered in the manner required by law to the Corporation, a written consent or consents signed by a sufficient number of holders or members to take action are delivered to the Corporation by delivery to its registered office in the manner prescribed State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders or members are recorded. Delivery made to the first paragraph of this SectionCorporation's registered office shall be by hand or by certified or registered mail, return receipt requested. [Section 228(a), (c).]

Appears in 2 contracts

Samples: Restated by Laws (Riverwood Holding Inc), Restated by Laws (Riverwood Holding Inc)

Consent of Stockholders in Lieu of Meeting. Any action To the fullest extent permitted by law, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken at for or in connection with any annual or special meeting of stockholders of the Corporationcorporate action, or any such 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 votevote of stockholders, if a consent or consents 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 and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be made by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered in the manner required by law to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in the manner prescribed State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the first paragraph of this SectionCorporation's registered office shall be by hand or by certified or registered mail, return receipt requested. [Section 228(a), (c).]

Appears in 1 contract

Samples: Shareholder Agreement (Remington Arms Co Inc/)

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