Common use of RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING Clause in Contracts

RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action. In that case, only shareholders of record at the close of business on the date so fixed are entitled to receive the dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the Code. If the board of directors does not so fix a record date, then the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Lightspan Partnership Inc), Stock Purchase Agreement (Lightspan Partnership Inc)

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RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders entitled to exercise any rights in respect of any other lawful action (other than with respect to notice or voting at a shareholders meeting or action by shareholders by written consent without a meeting), the board Board of directors Directors may fix, in advance, a record date, which shall not be more than sixty (60) 60 days before prior to any such action. In that case, only Only shareholders of record at the close of business on the record date so fixed are entitled to receive the dividend, distribution or allotment of rights, or to exercise such the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixeddate, except as otherwise provided in the Articles of Incorporation or the Code. If the board Board of directors Directors does not so fix a record date, then the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board Board adopts the applicable resolution relating thereto or the sixtieth (60th) 60 day before prior to the date of that action, whichever is later.

Appears in 2 contracts

Samples: By Laws (Eagle Aero Holdings CORP), By Laws (Eagle Aero Holdings CORP)

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RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes of determining the shareholders stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders stockholders entitled to exercise any rights in respect of any other lawful action (other than action by shareholders stockholders by written consent without a meeting), the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action. In that case, only shareholders stockholders of record at the close of business on the date so fixed are entitled to receive the dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the Codeby law. If the board of directors does not so fix a record date, then the record date for determining shareholders stockholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

Appears in 1 contract

Samples: Merger Agreement (Electro Pulse Technologies Commercial Inc)

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