Common use of Fixing a Record Date for Action by Written Consent Clause in Contracts

Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is 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 by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Appears in 11 contracts

Samples: Agreement and Plan of Merger (Cerevel Therapeutics Holdings, Inc.), Agreement and Plan of Merger (Turning Point Therapeutics, Inc.), Agreement and Plan of Merger (Citrix Systems Inc)

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Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is 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 's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Appears in 5 contracts

Samples: Agreement and Plan of Merger and Reorganization (Ritchie Bros Auctioneers Inc), Agreement and Plan of Merger and Reorganization (IAA, Inc.), Agreement and Plan of Merger (Mam Software Group, Inc.)

Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is 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 by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Keypath Education International, Inc.), Agreement and Plan of Merger (Equitrans Midstream Corp), Agreement and Plan of Merger (EQT Corp)

Fixing a Record Date for Action by Written Consent. In order that the corporation Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board Board of directors Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board Board of directorsDirectors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board Board of directorsDirectors. If no record date has been fixed by the board Board of directorsDirectors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board Board of directors Directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation 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 Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporationCorporation’s registered office shall be by hand or by certified or registered mail, return receipt requestedrequested or by facsimile or e-mail, with confirmation of receipt. If no record date has been fixed by the board Board of directors Directors and prior action by the board Board of directors Directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board Board of directors Directors adopts the resolution taking such prior action.

Appears in 3 contracts

Samples: Merger Agreement (Supermedia Inc.), Agreement and Plan of Merger (DEX ONE Corp), Agreement and Plan of Merger (Supermedia Inc.)

Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is 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 by hand or by certified or registered mail, return receipt requestedrequested or by facsimile or electronic mail, with confirmation of receipt. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (TradeUP Acquisition Corp.), Escrow Agreement (Forum Merger II Corp)

Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board Board of directors Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board Board of directorsDirectors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board Board of directorsDirectors. If no record date has been fixed by the board Board of directorsDirectors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board Board of directors Directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of DelawareTennessee, 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 's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board Board of directors Directors and prior action by the board Board of directors Directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board Board of directors Directors adopts the resolution taking such prior action.

Appears in 2 contracts

Samples: Option Holder Acknowledgement Agreement (Goodys Family Clothing Inc /Tn), Option Holder Acknowledgement Agreement (Goodys Family Clothing Inc /Tn)

Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is 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 by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Xpedx Holding Co), Agreement and Plan of Merger (Xpedx Holding Co)

Fixing a Record Date for Action by Written Consent. In order that the corporation Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directorsBoard, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directorsBoard. If no record date has been fixed by the board of directorsBoard, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors Board is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation 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 Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporationCorporation’s registered office shall be by hand or by certified or registered mail, return receipt requestedrequested or by facsimile or electronic mail, with confirmation of receipt. If no record date has been fixed by the board of directors Board and prior action by the board of directors Board is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors Board adopts the resolution taking such prior action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pacira BioSciences, Inc.), Agreement and Plan of Merger (Flexion Therapeutics Inc)

Fixing a Record Date for Action by Written Consent. In order that the corporation Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation 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 Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporationCorporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Thorne Healthtech, Inc.)

Fixing a Record Date for Action by Written Consent. In order that the corporation Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board Board of directors Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board Board of directorsDirectors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board Board of directorsDirectors. If no record date has been fixed by the board Board of directorsDirectors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board Board of directors Directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation 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 Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporationCorporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board Board of directors Directors and prior action by the board Board of directors Directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board Board of directors Directors adopts the resolution taking such prior action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xplore Technologies Corp)

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Fixing a Record Date for Action by Written Consent. In order that the corporation Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation 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 Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporationCorporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cellular Biomedicine Group, Inc.)

Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is 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 's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Compdent Corp)

Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of DelawareTexas, 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 by hand or by certified or registered mail, return receipt requestedrequested or by facsimile or electronic mail, with confirmation of receipt. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Appears in 1 contract

Samples: Lock Up Agreement (Cleantech Acquisition Corp.)

Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of DelawareColorado, 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 by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Appears in 1 contract

Samples: Notes Securities Purchase Agreement (Global Employment Holdings, Inc.)

Fixing a Record Date for Action by Written Consent. In order that the corporation Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board Board of directors Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board Board of directorsDirectors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board Board of directorsDirectors. If no record date has been fixed by the board Board of directorsDirectors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board Board of directors Directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation 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 Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporationCorporation’s registered office shall be by hand or by certified or registered mail, return receipt requestedrequested or by facsimile or e-mail, with confirmation of receipt. If no record date has been fixed by the board Board of directors Directors and prior action by the board Board of directors Directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a Table of Contents meeting shall be at the close of business on the day on which the board Board of directors Directors adopts the resolution taking such prior action.

Appears in 1 contract

Samples: Merger Agreement (DEX ONE Corp)

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