Common use of Quorum of Stockholders Clause in Contracts

Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Appears in 5 contracts

Samples: Business Financing Agreement (Vapotherm Inc), Agreement and Plan of Merger (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Optimer Pharmaceuticals Inc)

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Quorum of Stockholders. At (a) Unless otherwise expressly required by the Certificate or applicable law, at any meeting of the stockholders, the presence in person or by proxy of stockholders a quorum as entitled to any matter shall consist of cast a majority of the votes entitled to be cast on thereat shall constitute a quorum for the matterentire meeting, except where notwithstanding the withdrawal of stockholders entitled to cast a larger quorum is required by law, by the certificate sufficient number of incorporation votes in person or by these by-laws. Any proxy to reduce the number of votes represented at the meeting may be adjourned from time to time by below a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meetingquorum. Shares of its own the Corporation's stock belonging to the corporation Corporation or to another corporation, if a majority of the shares entitled to vote in the an election of the directors of such other corporation is held, directly or indirectly, held by the corporationCorporation, shall neither be counted for the purpose of determining the presence of a quorum nor be entitled to vote nor be counted for quorum purposesat any meeting of the stockholders; provided, however, that the foregoing shall not limit the right of any corporation the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Cinergy Corp), Agreement and Plan of Merger (Duke Energy Corp), Agreement and Plan of Merger (System Energy Resources Inc)

Quorum of Stockholders. At (a) Unless otherwise expressly required by the Certificate or by applicable law, at any meeting of the stockholders, the presence in person or by proxy of stockholders a quorum as entitled to any matter shall consist of cast a majority of votes thereat shall constitute a quorum for the votes entire meeting, notwithstanding the withdrawal of stockholders entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate sufficient number of incorporation votes in person or by these by-laws. Any proxy to reduce the number of votes represented at the meeting may be adjourned from time to time by below a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meetingquorum. Shares of its own the Corporation's stock belonging to the corporation Corporation or to another corporation, if a majority of the shares entitled to vote in the an election of the directors of such other corporation is held, directly or indirectly, held by the corporationCorporation, shall neither be counted for the purpose of determining the presence of a quorum nor entitled to vote nor be counted for quorum purposesat any meeting of the stockholders; provided, however, that the foregoing shall not limit the right of any corporation the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Northeast Utilities System), Agreement and Plan of Merger (Northeast Utilities System), Agreement and Plan of Merger (Consolidated Edison Inc)

Quorum of Stockholders. At (a) Unless otherwise expressly required by the Certificate or applicable law, at any meeting of the stockholders, the presence in person or by proxy of stockholders a quorum as entitled to any matter shall consist of cast a majority of the votes entitled to be cast on thereat shall constitute a quorum for the matterentire meeting, except where notwithstanding the withdrawal of stockholders entitled to cast a larger quorum is required by law, by the certificate sufficient number of incorporation votes in person or by these by-laws. Any proxy to reduce the number of votes represented at the meeting may be adjourned from time to time by below a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meetingquorum. Shares of its own the Corporation’s stock belonging to the corporation Corporation or to another corporation, if a majority of the shares entitled to vote in the an election of the directors of such other corporation is held, directly or indirectly, held by the corporationCorporation, shall neither be counted for the purpose of determining the presence of a quorum nor be entitled to vote nor be counted for quorum purposesat any meeting of the stockholders; provided, however, that the foregoing shall not limit the right of any corporation the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Duke Energy CORP)

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Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. Stockholders may participate in a meeting of the stockholders by means of remote communication in accordance with applicable law. A stockholder participating in a meeting by this means is deemed to be present in person at the meeting.

Appears in 1 contract

Samples: Ims Health Incorporated (Ims Health Inc)

Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-lawsbylaws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cubist Pharmaceuticals Inc)

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