Common use of Fixing Date for Determination of Stockholders of Record Clause in Contracts

Fixing Date for Determination of Stockholders of Record. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for any other lawful action, the board of directors may fix, in advance, a date as the record date for any such determination of stockholders, which date shall be not more than 60 nor less than ten days before the date of such meeting, and not more than 60 days prior to any other action. If no record date is fixed then the record date shall be, for determining stockholders entitled to notice of or to vote at a meeting of stockholders, the close of business on the day next preceding the day on which notice is given, or, if notice is waived, the close of business on the day next preceding the day on which the meeting is held, or, for determining stockholders for any other purpose, the close of business on the day on which the board of directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Appears in 4 contracts

Samples: Registration Rights Agreement (Liberty Media Corp /De/), Registration Rights Agreement (Liberty Media Corp /De/), Registration Rights Agreement (Unitedglobalcom Inc)

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Fixing Date for Determination of Stockholders of Record. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for any other lawful action, the board of directors may fix, in advance, a date as the record date for any such determination of stockholders, which date shall be not more than 60 nor less than ten days before the date of such meeting, and not more than 60 days prior to any other action. If no record date is fixed then the record date shall be, for determining stockholders entitled to notice of or to vote at a meeting of stockholders, the close of business on the day next preceding the day on which notice is given, or, if notice is waived, the close of business on the day next preceding the day on which the meeting is held, or, for determining stockholders for any other purpose, the close of business on the day on which the board of directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting. Notwithstanding the foregoing provisions of this Section 2.05, the record date for determining stockholders entitled to take, or receive notice of, corporate action in writing without a meeting as provided in Section 2.11 shall be determined as provided in such Section.

Appears in 4 contracts

Samples: Registration Rights Agreement (New Unitedglobalcom Inc), Registration Rights Agreement (Unitedglobalcom Inc), Registration Rights Agreement (Liberty Media Corp /De/)

Fixing Date for Determination of Stockholders of Record. For In order that the purpose of determining Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any other change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors Board may fix, in advance, a date as the record date for any such determination of stockholdersdate, which date shall not be not more than 60 sixty (60) nor less than ten (10) days before the date of such meeting, and not nor more than 60 sixty (60) days nor less than ten (10) days prior to any other action. If no record date is fixed then by the Board, the record date shall be, for determining stockholders entitled to notice of or to vote at a meeting of stockholders, stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, or, for determining stockholders for any other purpose, the close of business on the day on which the board of directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the such meeting; provided, however, that the board of directors Board may fix a new record date for the adjourned meeting.

Appears in 2 contracts

Samples: Adoption Agreement (WPX Energy, Inc.), Registration Rights Agreement (Devon Energy Corp/De)

Fixing Date for Determination of Stockholders of Record. For In order that the purpose of determining Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any other change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors Board may fix, in advance, a date as the record date for any such determination of stockholdersdate, which date shall not be not more than 60 nor less than ten 10 days before the date of such meeting, and not nor more than 60 days prior to any other action. If no record date is fixed then fixed: (1) the record date shall be, for determining stockholders entitled to notice of or to vote at a meeting of stockholders, stockholders shall be at the close of business on the day next preceding before the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding before the day on which the meeting is held, or, ; and (2) the record date for determining stockholders for any other purpose, purpose shall be at the close of business on the day on which the board of directors Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the such meeting; provided, however, that the board of directors Board may fix a new record date for the adjourned meeting. When a record date is so fixed, only shareholders of record at the close of business on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date. The Board may close the books of the Corporation against transfers of shares during the whole or any part of a period of not more than sixty (60) days prior to the date of a shareholders’ meeting, the date when the right to any dividend, distribution, or allotment of rights vests, or the effective date of any change, conversion or exchange of shares.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement, Preferred Stock Purchase Agreement (Willis Lease Finance Corp)

Fixing Date for Determination of Stockholders of Record. For In ----------- ------------------------------------------------------- order that the purpose of determining Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion of exchange or exchange of stock or for the purpose of any other lawful action, the board Board of directors Directors may fix, in advance, a date as the record date for any such determination of stockholdersdate, which date shall not be not more than 60 sixty nor less than ten days before the date of such meeting, and not nor more than 60 sixty days prior to any other action. If no record date is fixed then fixed: (1) the record date shall be, for determining stockholders entitled to notice of or to vote at a meeting of stockholders, stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, or, ; and (2) the record date for determining stockholders for any other purpose, purpose shall be at the close of business on the day on which the board Board of directors Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board Board of directors Directors may fix a new record date for the adjourned meeting.

Appears in 1 contract

Samples: Dover Downs Gaming & Entertainment Inc

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Fixing Date for Determination of Stockholders of Record. For In order that the purpose of determining Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any other change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors Board may fix, in advance, a record date, which shall not precede the date as upon which the resolution fixing the record date for any such determination of stockholders, which date shall is adopted nor be not more than 60 nor less than ten 10 days before the date of such meeting, and not nor more than 60 days prior to any other action. If no record date is fixed then set by the Board, the record date shall be, for determining stockholders entitled to notice of or to vote at a meeting of stockholders, stockholders shall be at the close of business on the next day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. If in any case involving the determination of stockholders for any purpose other than notice of or voting at a meeting of stockholders, orthe Board shall not fix such a record date, then the record date for determining stockholders for any other purpose, such purpose shall be the close of business on the day on which the board of directors adopts Board shall adopt the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the such meeting; provided, however, that the board of directors Board may fix a new record date for the adjourned meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Standard Pacific Corp /De/)

Fixing Date for Determination of Stockholders of Record. For In order that the purpose of determining Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders (or any adjournment thereof) or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any other change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors Board may fix, in advance, a date as the record date for any such determination of stockholdersdate, which date shall not be not more than 60 sixty (60) nor less than ten (10) days before the date of such meeting, and not nor more than 60 sixty (60) days prior to any other action. If no If, in any case involving the determination of stockholders for any purpose other than notice of or voting at a meeting of stockholders or expressing consent to corporate action without a meeting, the Board shall not fix such a record date is fixed date, then the record date shall be, for determining stockholders entitled to notice of or to vote at a meeting of stockholders, the close of business on the day next preceding the day on which notice is given, or, if notice is waived, the close of business on the day next preceding the day on which the meeting is held, or, for determining stockholders for any other purpose, such purpose shall be the close of business on the day on which the board of directors Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the such meeting; provided, however, that the board of directors Board may fix a new record date for the adjourned meeting.

Appears in 1 contract

Samples: Subscription and Organizational Agreement (Alterra Healthcare Corp)

Fixing Date for Determination of Stockholders of Record. For In order that the purpose of determining Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or of any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors Board may fix, in advance, a date as the record date for any such determination of stockholdersdate, which date shall not be not more than 60 sixty (60) nor less than ten (10) days before the date of such meeting, and not nor more than 60 sixty (60) days prior to any other action. If no record date is fixed fixed, then (i) the record date shall be, for determining stockholders entitled to notice of or to vote at a meeting of stockholders, stockholders shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, or, ; and (ii) the record date for determining stockholders of record for any other purpose, purpose shall be at the close of business on the day on which the board of directors Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of of, or to vote at at, a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors Board may fix a new record date for the adjourned meeting in which case notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Appears in 1 contract

Samples: Memorandum of Agreement (Bowater Inc)

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