Common use of Notice of Meetings of Stockholders Clause in Contracts

Notice of Meetings of Stockholders. Whenever, under the provisions of applicable law, the Certificate of Incorporation or these By-laws, Stockholders are required or permitted to take any action at a meeting, notice shall be given stating the place, if any, date and hour of the meeting; the means of remote communication, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at such meeting; the Voting Record Date, if such date is different from the Notice Record Date; and, in the case of a special meeting, the purposes for which the meeting is called. Unless otherwise provided by these By-laws or applicable law, notice of any meeting shall be given, not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each Stockholder entitled to vote at such meeting as of the Notice Record Date. If mailed, such notice shall be deemed to be given when deposited in the U.S. mail, with postage prepaid, and directed to the Stockholder at his or her address as it appears on the records of the Corporation. An affidavit of the Secretary, an Assistant Secretary or the transfer agent of the Corporation that the notice required by this Section 2.05 has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. Any business that might have been transacted at the meeting as originally called may be transacted at the adjourned meeting. If, however, the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each Stockholder of record entitled to vote at the meeting. If, after the adjournment, a new Voting Record Date is fixed for the adjourned meeting, the Board shall fix a new Notice Record Date in accordance with Section 2.04(b)(iii) hereof and shall give notice of such adjourned meeting to each Stockholder entitled to vote at such meeting as of the Notice Record Date.

Notice of Meetings of Stockholders. Whenever, Whenever under the provisions of applicable lawLaw, the Certificate of Incorporation or these By-laws, Stockholders are required or permitted to take any action at a meeting, notice shall be given stating the place, if any, date and hour of the meeting; , the means of remote communication, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at such meeting; , the Voting Record Daterecord date for determining the Stockholders entitled to vote at the meeting, if such date is different from the Notice Record Date; record date for determining Stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purposes for which the meeting is called. Unless otherwise provided by these By-laws or applicable lawLaw, notice of any meeting shall be given, not less than ten (10) nor more than sixty (60) 60 days before the date of the meeting, to each Stockholder entitled to vote at such meeting as of the Notice Record Daterecord date for determining the Stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the U.S. mail, with postage prepaid, and directed to the Stockholder at his or her address as it appears on the records of the Corporation. An affidavit of the Secretary, an Assistant Secretary or the transfer agent of the Corporation that the notice required by this Section 2.05 2.5 has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. Any business that might have been transacted at the meeting as originally called may be transacted at the adjourned meeting. If, however, the adjournment is for more than thirty (30) 30 days, a notice of the adjourned meeting shall be given to each Stockholder of record entitled to vote at the meeting. If, If after the adjournment, adjournment a new Voting Record Date record date for Stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix a new Notice Record Date record date for notice of such adjourned meeting in accordance with Section 2.04(b)(iii213(a) hereof of the DGCL, and shall give notice of such the adjourned meeting to each Stockholder of record entitled to vote at such adjourned meeting as of the Notice Record Daterecord date for notice of such adjourned meeting.

Notice of Meetings of Stockholders. Whenever, Whenever under the provisions of applicable law, the Certificate of Incorporation or these By-laws, Stockholders are required or permitted to take any action at a meeting, written notice shall be given stating the place, if any, date and hour of the meeting; the means of remote communication, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at such meeting; the Voting Record Date, if such date is different from the Notice Record Date; meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by applicable law, the Certificate of Incorporation or these By-laws or applicable lawlaws, notice of any meeting shall be given, not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each Stockholder entitled to vote at such meeting as of the Notice Record Datemeeting. If mailed, such notice shall be deemed to be given when deposited in the U.S. United States mail, with postage prepaid, and directed to the Stockholder at his or her address as it appears on the records of the Corporation. An affidavit of the Secretary, Secretary or an Assistant Secretary or of the transfer agent of the Corporation that the notice required by this Section 2.05 2.5 has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. If When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. Any , and at the adjourned meeting any business may be transacted that might have been transacted at the meeting as originally called may be transacted at the adjourned meetingcalled. If, however, the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Stockholder of record entitled to vote at the meeting. If, after the adjournment, a new Voting Record Date is fixed for the adjourned meeting, the Board shall fix a new Notice Record Date in accordance with Section 2.04(b)(iii) hereof and shall give notice of such adjourned meeting to each Stockholder entitled to vote at such meeting as of the Notice Record Date.

Notice of Meetings of Stockholders. Whenever, under the provisions of applicable law, the Certificate of Incorporation or these By-laws, Stockholders are required or permitted to take any action at a meetingmeeting of Stockholders, a notice of the meeting in form of a writing or electronic transmission shall be given stating stating: (a) the place, if any, date and hour of the such meeting; (b) the means of remote communication, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at such meeting; (c) the Voting Record Date, if such date is different from the Notice Record Date; and, (d) in the case of a special meetingmeeting of Stockholders, the purpose or purposes for which the such meeting is called. Unless otherwise provided by these By-laws or applicable law, the notice of any meeting of Stockholders shall be given, not less than ten (10) days nor more than sixty (60) 60 days before the date of the such meeting, to each Stockholder entitled to vote at such meeting as of the Notice Record Date. If mailed, such notice shall be deemed to be given when deposited in the U.S. mail, with postage prepaid, and directed to the Stockholder at his his, her or her its address as it appears on the records of the Corporation. Without limiting the manner by which notices of meetings otherwise may be given effectively to stockholders, any such notice may be given by electronic mail or other electronic transmission in the manner provided in Section 232 of the General Corporation Law. An affidavit of the Secretary, an Assistant Secretary or the transfer agent of the Corporation that the notice required by this Section 2.05 2.5 has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. If a meeting of Stockholders is adjourned to another time or place, notice need not be given of the adjourned meeting of Stockholders if the time and place place, if any, thereof and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting of Stockholders at which the adjournment is taken. Any business that might have been transacted at the meeting of Stockholders as originally called may be transacted at the adjourned meetingmeeting of Stockholders. If, however, the adjournment is for more than thirty (30) 30 days, a notice of the adjourned meeting of Stockholders shall be given to each Stockholder of record entitled to vote at the such meeting. If, after the adjournment, a new Voting Record Date is fixed for the adjourned meetingmeeting of Stockholders, the Board shall fix a new Notice Record Date in accordance with Section 2.04(b)(iii2.4(b)(iii) hereof and shall give notice of such adjourned meeting to each Stockholder entitled to vote at such meeting as of the Notice Record Date.

Notice of Meetings of Stockholders. Whenever, Whenever under the provisions of applicable law, the Certificate of Incorporation or these By-laws, Stockholders are required or permitted to take any action at a meeting, notice shall be given stating the place, if any, date and hour of the meeting; , the means of remote communication, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at such meeting; , the Voting Record Date, if such date is different from the Notice Record Date; , and, in the case of a special meeting, the purposes for which the meeting is called. Unless otherwise provided by these By-laws or applicable law, notice of any meeting shall be given, not less than ten (10) 10 nor more than sixty (60) 60 days before the date of the meeting, to each Stockholder entitled to vote at such meeting as of the Notice Record Date. If mailed, such notice shall be deemed to be given when deposited in the U.S. mail, with postage prepaid, and directed to the Stockholder at his or her address as it appears on the records of the Corporation. An affidavit of the Secretary, an Assistant Secretary or the transfer agent of the Corporation that the notice required by this Section 2.05 2.5 has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. Any business that might have been transacted at the meeting as originally called may be transacted at the adjourned meeting. If, however, the adjournment is for more than thirty (30) 30 days, a notice of the adjourned meeting shall be given to each Stockholder of record entitled to vote at the meeting. If, after the adjournment, a new Voting Record Date is fixed for the adjourned meeting, the Board shall fix a new Notice Record Date in accordance with Section 2.04(b)(iii2.4(B)(iii) (Record Date) hereof and shall give notice of such adjourned meeting to each Stockholder entitled to vote at such meeting as of the Notice Record Date.

Notice of Meetings of Stockholders. Whenever, under (a) The Corporation shall give notice of any annual or special meeting of stockholders. Notices of meetings of the provisions of applicable law, the Certificate of Incorporation or these By-laws, Stockholders are required or permitted to take any action at a meeting, notice stockholders shall be given stating state the place, if any, date date, and hour of the meeting; , the record date for determining stockholders entitled to vote at the meeting, if such record date is different from the record date for determining stockholders entitled to notice of the meeting, and the means of remote communication, if any, by which Stockholders stockholders and proxy holders proxyholders may be deemed to be present in person and vote at such meeting; the Voting Record Date, if such date is different from the Notice Record Date; and, in . In the case of a special meeting, the notice shall state the purpose or purposes for which the meeting is called. No business other than that specified in the notice thereof shall be transacted at any special meeting. Unless otherwise provided by these By-laws applicable law or applicable lawthe Certificate of Incorporation, notice of any meeting shall be given, given to each stockholder entitled to receive notice of such meeting not less fewer than ten (10) nor days or more than sixty (60) days before the date of the meeting. (b) Notice to stockholders may be given by personal delivery, to each Stockholder mail, or, with the consent of the stockholder entitled to vote at such meeting as receive notice, by facsimile or other means of the Notice Record Dateelectronic transmission. If mailed, such notice shall be delivered by postage prepaid envelope directed to each stockholder at such stockholder’s address as it appears in the records of the Corporation and shall be deemed to be given when deposited in the U.S. United States mail. Notice given by electronic transmission pursuant to this subsection shall be deemed given: (i) if by facsimile telecommunication, when directed to a facsimile telecommunication number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by posting on an electronic network together with postage prepaidseparate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the Stockholder at his or her address as it appears on the records of the Corporationstockholder. An affidavit of the Secretary, secretary or an Assistant Secretary assistant secretary or of the transfer agent or other agent of the Corporation that the notice required by this Section 2.05 has been given by personal delivery, by mail, or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. If a . (c) Notice of any meeting is adjourned to another time or place, notice of stockholders need not be given of the adjourned to any stockholder if waived by such stockholder either in a writing signed by such stockholder or by electronic transmission, whether such waiver is given before or after such meeting if the time and place thereof are announced at the meeting at which the adjournment is takenheld. Any business that might have been transacted at the meeting as originally called may be transacted at the adjourned meeting. If, howeverIf such a waiver is given by electronic transmission, the adjournment is for more than thirty (30) days, a notice of electronic transmission must either set forth or be submitted with information from which it can be determined that the adjourned meeting shall be given to each Stockholder of record entitled to vote at electronic transmission was authorized by the meeting. If, after the adjournment, a new Voting Record Date is fixed for the adjourned meeting, the Board shall fix a new Notice Record Date in accordance with Section 2.04(b)(iii) hereof and shall give notice of such adjourned meeting to each Stockholder entitled to vote at such meeting as of the Notice Record Datestockholder.