Common use of Quorum and Adjournment Clause in Contracts

Quorum and Adjournment. The holders of a majority of the shares of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for holding all meetings of stockholders, except as otherwise provided by applicable law or by the Certificate of Incorporation; provided, however, that the stockholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. If it shall appear that such quorum is not present or represented at any meeting of stockholders, the Chairman of the meeting shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty 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. The Chairman of the meeting may determine that a quorum is present based upon any reasonable evidence of the presence in person or by proxy of stockholders holding a majority of the outstanding votes, including without limitation, evidence from any record of stockholders who have signed a register indicating their presence at the meeting.

Quorum and Adjournment. The Except as set forth below, the holders of a ---------------------- majority in voting interest of capital stock of the shares of stock issued and outstanding and corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for holding all meetings of stockholders, except as otherwise provided by applicable law law, these Bylaws or by the Certificate of Incorporation; provided. Notwithstanding the above, however, that the stockholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal holders of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to voting interest of the corporation's Class A Common Stock, Class B Common Stock or Class C Common Stock, as the case may be, shall each constitute a quorumquorum for the holding of a meeting of stockholders of such class(es) for the sole purpose of electing or removing without cause the director or directors that such class(es) has the right to elect or to fill a vacancy or a newly created directorship which such class has a right to fill. If it shall appear that such quorum is not present or represented at any meeting of stockholders, the Chairman of the meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If 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. The Chairman of the meeting may determine that a quorum is present based upon any reasonable evidence of the presence in person or by proxy of stockholders holding a majority of the outstanding votes, including without limitation, evidence from any record of stockholders who have signed a register indicating their presence at the meeting.

Quorum and Adjournment. The Except as otherwise provided by law or by the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), the holders of a majority of the votes entitled to be cast by the holders of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of a majority of the shares of stock issued and outstanding and entitled to vote thereat, present in person such class or represented by proxy, series shall constitute a quorum of such class or series for holding all the transaction of such business. The chairman of the meeting or the holders of a majority of the votes so represented may adjourn the meeting from time to time, whether or not there is such a quorum. No notice of the time and place of adjourned meetings of stockholders, need be given except as otherwise provided required by applicable law law. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed, but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or by the Certificate of Incorporation; provided, however, that the adjournments thereof. The stockholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. If it shall appear that such quorum is not present or represented at any meeting of stockholders, the Chairman of the meeting shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty 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. The Chairman of the meeting may determine that a quorum is present based upon any reasonable evidence of the presence in person or by proxy of stockholders holding a majority of the outstanding votes, including without limitation, evidence from any record of stockholders who have signed a register indicating their presence at the meeting.

Quorum and Adjournment. The Except as otherwise provided by applicable law or the certificate of incorporation, the holders of a majority of the shares total voting power of all classes of the then-outstanding capital stock issued and outstanding and of the corporation entitled to vote thereat, present represented in person or represented by proxy, shall constitute a quorum for holding all at meetings of stockholders, except that when specified business is to be voted on by a class or series of stock voting as otherwise provided a class, the holders of a majority of the then-outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. If a quorum is not present or represented at any meeting of the stockholders, the chairman of the meeting or the holders of a majority of the total voting power of the stock so present shall have the power to adjourn the meeting from time to time. No notice of the time and place of adjourned meetings need be given except as required by applicable law or by the Certificate of Incorporationlaw; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, notice of (i) the place, if any, date and time of the adjourned meeting, (ii) 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 and (iii) the general nature of the business to be considered shall be given in conformity herewith. The stockholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. If it shall appear that such quorum is not present or represented at any meeting of stockholders, the Chairman of the meeting shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty 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. The Chairman of the meeting may determine that a quorum is present based upon any reasonable evidence of the presence in person or by proxy of stockholders holding a majority of the outstanding votes, including without limitation, evidence from any record of stockholders who have signed a register indicating their presence at the meeting.

Quorum and Adjournment. The holders of a majority of the shares of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for holding all meetings of stockholders, except as otherwise provided by applicable law or by the Certificate of Incorporation; provided, however, that the stockholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. If it shall appear that such quorum is not present or represented at any meeting of stockholders, the Chairman of the meeting shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If 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. The Chairman of the meeting may determine that a quorum is present based upon any reasonable evidence of the presence in person or by proxy of stockholders holding a majority of the outstanding votes, including without limitation, evidence from any record of stockholders who have signed a register indicating their presence at the meeting.

Quorum and Adjournment. The holders Except as otherwise provided by Section 16 of this Article III, at every meeting of the Board of Directors a majority of the shares total number of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, directors shall constitute a quorum for holding all meetings of stockholders, except but in no event shall a quorum be constituted by less than two directors. Except as otherwise provided by applicable law law, or by the Certificate of Incorporation; provided, howeveror by Section 16 of this Article III, that or by Section 1 of article IV, or by Section 3 of Article V, or by Article VIII, the stockholders vote of a majority of the directors present at a duly called or held any such meeting at which a quorum is present may continue to transact business until adjournment notwithstanding shall be the withdrawal act of enough stockholders to leave less than the Board of Directors. In the absence of a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. If it shall appear that such quorum is not present or represented at any meeting of stockholdersmay be adjourned, the Chairman of the meeting shall have power to adjourn the meeting from time to time, without until a quorum is present. No notice of any adjourned meeting need be given other than by announcement at the meeting, until a quorum shall be present or represented. At meeting that is being adjourned unless such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days48 hours. If such adjournment is for more than 48 hours, 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 directors present at the meeting that is being adjourned by announcement thereat and to directors not present at such meeting by mail to each such director, addressed to him at his residence or usual place of business, not later than two days before the day on which the adjourned meeting is to be held, or by telegraph to either of such places, or by personal communication or by telephone, not later than the day before the day of the adjourned meeting. The Chairman Notice of any such adjourned meeting of the meeting may determine that Board of Directors need not be given to any director if he shall sign a quorum is present based upon any reasonable evidence of written waiver thereof either before or after the presence in person or by proxy of stockholders holding a majority of the outstanding votes, including without limitation, evidence from any record of stockholders who have signed a register indicating their presence at the time stated therein for such adjourned meeting.

Quorum and Adjournment. The Except as otherwise provided by law, the holders of a majority of the shares of capital stock issued and outstanding and entitled to vote thereatat the meeting shall constitute a quorum at all meetings of the stockholders. Where more than one class or series of capital stock entitled to vote at such meeting shall constitute a quorum at such meeting. In the absence of a quorum, the holders of a majority of all such shares of capital stock present in person or represented by proxyproxy may adjourn any meeting, shall constitute a quorum for holding all meetings of stockholders, except as otherwise provided by applicable law or by the Certificate of Incorporation; provided, however, that the stockholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. If it shall appear that such quorum is not present or represented at any meeting of stockholders, the Chairman of the meeting shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall may be present or represented. At such adjourned meeting at which a quorum shall be present or representedpresent, any business may be transacted which might have been transacted at the meeting as originally noticedcalled. No notice of any adjourned meeting need be given if the time and place thereof are announced at the meeting at which the adjournment is taken unless such adjournment is for more than 48 hours. If the adjournment is for more than thirty 48 hours but less than 30 days, notice of the adjourned meeting shall be given to stockholders present at the meeting that is being adjourned by announcement thereat of the time and place of the adjourned meeting and to stockholders not present at such meg, by mail to each such stockholder, addressed to him at his residence or usual place of business not later than two days before the day the adjourned meeting is to be held or by telegram to either of such places, or by personal communication or by telephone, not later than the day before the day of the adjourned meeting. If the adjournment is for more than 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 in the manner contemplated by Section 4 of this Article II to each stockholder of record entitled to vote at the meeting. The Chairman of the meeting may determine that a quorum is present based upon any reasonable evidence of the presence in person or by proxy of stockholders holding a majority of the outstanding votes, including without limitation, evidence from any record of stockholders who have signed a register indicating their presence at the meeting.

Quorum and Adjournment. The Except as otherwise provided by law or by the Certificate of Incorporation, the holders of at least a majority of the voting power of the outstanding shares of stock issued and outstanding and the Corporation entitled to vote thereatat the meeting, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series voting separately as a class or series, the holders of at least a majority of the voting power of the outstanding shares of such class or series, present in person or represented by proxy, shall constitute a quorum for holding all meetings the transaction of stockholders, except as otherwise provided by applicable law or by such business for the Certificate purposes of Incorporation; providedtaking action on such business. If, however, that the stockholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. If it shall appear that such quorum is shall not be present or represented at any meeting of the stockholders, the Chairman chairman of the meeting or the stockholders so present, by the affirmative vote of the holders of a majority in voting power of the shares of the Corporation which are present in person or represented by proxy and entitled to vote thereon, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such an adjourned meeting at which a quorum shall be present or represented, any business may be transacted which that might have been transacted at the meeting as originally noticed. If No notice of the time and place of adjourned meetings need be given provided such adjournment is for more less than thirty days, or if after the adjournment a (30) days and further provided that no new record date is fixed for the adjourned meetingmeeting and provided further that the time or place, a notice if any, of the adjourned meeting shall be given to each stockholder of record entitled to vote is announced at the meeting. The Chairman meeting at which the adjournment is taken or are provided in any other manner permitted by the General Corporation Law of the meeting may determine that a quorum is present based upon any reasonable evidence State of Delaware (the presence in person or by proxy of stockholders holding a majority of the outstanding votes, including without limitation, evidence from any record of stockholders who have signed a register indicating their presence at the meeting“DGCL”).