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

Consent of Stockholders in Lieu of Meeting. To the extent provided by any statute at the time in force, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by any statute, by the Certificate of Incorporation or by these Bylaws, the meeting and vote of stockholders may be dispensed with if 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 shall consent in writing to such corporate action being taken.

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Quest Diagnostics Inc), Agreement and Plan of Merger (Celera CORP)

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Consent of Stockholders in Lieu of Meeting. To the extent provided by any statute at the time in force, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by any statute, (a) Unless otherwise restricted by the Certificate of Incorporation Incorporation, any action required to be taken at any annual or by these Bylaws, the special meeting and vote of stockholders of the Corporation, or any action which may be dispensed with 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 shall consent in writing to such corporate action being takenvoted.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bonanza Creek Energy, Inc.), Agreement and Plan of Merger (Sandridge Energy Inc)

Consent of Stockholders in Lieu of Meeting. To Unless otherwise provided in the extent provided Certificate of Incorporation, any action required to be taken at a meeting of the stockholders of the Corporation, or any action that may be taken at a meeting of the stockholders, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by any statute at all of the time in force, whenever stockholders entitled to vote with respect to the subject matter thereof. This consent shall have the same effect as a unanimous vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by any statute, by the Certificate of Incorporation or by these Bylaws, the meeting and vote of stockholders may be dispensed with if the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take stated as such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to such corporate action being takenany document.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SWIFT TRANSPORTATION Co), Agreement and Plan of Merger (Knight Transportation Inc)

Consent of Stockholders in Lieu of Meeting. To the ------------------------------------------ fullest extent provided permitted by any statute at the time in forcelaw, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by any statutesuch action may be taken without a meeting, by the Certificate of Incorporation or by these Bylaws, the meeting without prior notice and without a vote of stockholders may be dispensed with stockholders, if 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 shall consent in writing to such corporate action being taken.

Appears in 1 contract

Samples: Agreement and Plan of Contribution and Merger (Excalibur Technologies Corp)

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Consent of Stockholders in Lieu of Meeting. To the extent provided Whenever by any statute at provision of law or of the time in force, whenever the vote Articles of Incorporation stockholders at a meeting thereof is are required or permitted to take any action by vote, such action may be taken for or in connection with any corporate actionwithout a meeting on written consent, setting forth the action so taken, signed by any statute, by the Certificate of Incorporation or by these Bylaws, the meeting and vote of stockholders may be dispensed with if the holders of all 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 thereon, and voted shall consent in writing to such corporate action being takenfiled with the records of stockholders’ meetings.

Appears in 1 contract

Samples: Adams Express Co

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