Record Date. The Board may fix in advance a date as a record date for the determination of the stockholders entitled to notice of any meeting of stockholders, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date shall not precede the date on which the resolution fixing the record date is adopted, and such record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
Appears in 8 contracts
Samples: Business Combination Agreement (Goal Acquisitions Corp.), Business Combination Agreement (Goal Acquisitions Corp.), Merger Agreement (TradeUP Acquisition Corp.)
Record Date. The Board (a) In order that the Company may fix in advance a date as a record date for determine the determination of the stockholders Members entitled to notice of any meeting of stockholdersMember or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall shall, unless otherwise required by law, not be more than sixty (60) 60 nor less than ten (10) 10 days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationdeterminations. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders Members entitled to notice of or to vote at or attend a meeting of stockholders Members shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. A determination of stockholders Members of record entitled to notice of or to vote at or attend a meeting of stockholders Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for stockholders Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixed, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 8 contracts
Samples: Limited Liability Company Agreement (KKR Private Equity Conglomerate LLC), Limited Liability Company Agreement (KKR Private Equity Conglomerate LLC), Limited Liability Company Agreement (KKR Private Equity Conglomerate LLC)
Record Date. The Board In order that the corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the board of any dividend or other distribution or allotment of any rights in respect of any changedirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the board of directors, and such which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which . If no such record date relates. If is fixed by the Board so fixes a record date for determining the stockholders entitled to notice board of any meeting of stockholdersdirectors, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 may fix a new record date for determination of the adjourned meeting. In order that the corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and in which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such case shall also fix as record date has been fixed by the board of directors, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting, when no prior action by the board of such adjourned meeting directors is required by the same General Corporation Law of the State of Delaware, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an earlier officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date as that has been fixed by the board of directors and prior action by the board of directors is required by the General Corporation Law of the State of Delaware, the record date for determination of determining stockholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the board of directors adopts the resolution taking such prior action. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.
Appears in 6 contracts
Samples: Business Financing Agreement (Vapotherm Inc), Merger Agreement (Cubist Pharmaceuticals Inc), Merger Agreement (Cubist Pharmaceuticals Inc)
Record Date. The Board (a) In order that the Company may fix in advance a date as a record date for determine the determination of the stockholders Members entitled to notice of any meeting of stockholdersMember or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall shall, unless otherwise required by law, not be more than sixty (60) 60 nor less than ten (10) 10 days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationdeterminations. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders Members entitled to notice of or to vote at or attend a meeting of stockholders Members shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. A determination of stockholders Members of record entitled to notice of or to vote at or attend a meeting of stockholders Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for stockholders Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 5 contracts
Samples: Limited Liability Company Agreement (KKR Private Equity Conglomerate LLC), Limited Liability Company Agreement (KKR Private Equity Conglomerate LLC), Limited Liability Company Agreement (KKR Infrastructure Conglomerate LLC)
Record Date. The Board (a) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersthe stockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of the adjourned meeting.
(b) In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and in such case which record date shall also fix as not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting, when no prior action by the Board of such adjourned meeting Directors is required by applicable law, shall be the same first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an earlier officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date as that has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determination of determining stockholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Appears in 5 contracts
Samples: Merger Agreement (Regal Entertainment Group), Merger Agreement (Alliance HealthCare Services, Inc), Merger Agreement (Dts, Inc.)
Record Date. The Board may fix in advance a date as a record date for (a) For the determination purpose of determining the stockholders Stockholders entitled to notice of any meeting of stockholdersStockholders or any adjournment thereof, unless otherwise required by the Certificate of Incorporation or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changeapplicable law, conversion or exchange of stockthe Board may fix a record date (the “Notice Record Date”), or for the purpose of any other lawful action. Such which record date shall not precede the date on which the resolution fixing the record date is adopted, was adopted by the Board and such record date shall not be more than sixty (60) nor or less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date The Notice Record Date shall also be the record date for determining the stockholders Stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record dateNotice Record Date, that a later date on or before the date of the meeting shall be the date for making such determinationdetermination (the “Voting Record Date”). For the purposes of determining the Stockholders entitled to express consent to corporate action in writing without a meeting, unless otherwise required by the Certificate of Incorporation or applicable law, the Board may fix a record date, which record date shall not precede the date on which the resolution fixing the record date was adopted by the Board and shall not be more than ten (10) days after the date on which the record date was fixed by the Board. For the purposes of determining the Stockholders entitled to (i) receive payment of any dividend or other distribution or allotment of any rights, (ii) exercise any rights in respect of any change, conversion or exchange of stock or (iii) take any other lawful action, unless otherwise required by the Certificate of Incorporation or applicable law, the Board may fix a record date, which record date shall not precede the date on which the resolution fixing the record date was adopted by the Board and shall not be more than sixty (60) days prior to such action.
(b) If no such record date is fixed, :
(i) the record date for determining stockholders Stockholders entitled to notice of or of, and to vote at at, a meeting of stockholders Stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no ;
(ii) the record date for determining Stockholders entitled to express consent to corporate action in writing without a meeting (unless otherwise provided in the Certificate of Incorporation), when no prior action by the Board is fixedrequired by applicable law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law; and when prior action by the Board is required by applicable law, the record date for determining stockholders for any other purpose Stockholders entitled to express consent to corporate action in writing without a meeting shall be at the close of business on the day date on which the Board adopts the resolution relating to takes such purpose. A prior action; and
(iii) when a determination of stockholders Stockholders of record entitled to notice of of, or to vote at a at, any meeting of stockholders Stockholders has been made as provided in this Section 2.04, such determination shall apply to any adjournment of the meeting; providedthereof, however, that unless the Board may fix fixes a new record date Voting Record Date for determination of stockholders entitled to vote at the adjourned meeting, and in such which case the Board shall also fix such Voting Record Date or a date earlier than such date as the record date new Notice Record Date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
Appears in 4 contracts
Samples: Reorganization Agreement (BRP Group, Inc.), Reorganization Agreement (BRP Group, Inc.), Reorganization Agreement (Goosehead Insurance, Inc.)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, stock or for the purpose of any other lawful action. Such , the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted, adopted and such which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meetingany meeting of stockholders, nor more than sixty (60) days prior to any the time for such other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersas hereinbefore described; provided, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record datehowever, that a later date on or before the date of the meeting shall be the date for making such determination. If if no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the a resolution relating to such purposethereto. 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 determination of the adjourned meeting. In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten (10) days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in such case shall also fix as the manner prescribed by Article I, Section 9 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law with respect to the proposed action by written consent of the stockholders, the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled consent to vote corporate action in accordance herewith writing shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cable Systems Holding LLC), Merger Agreement (Cable Systems Holding LLC), Merger Agreement (Ipc Information Systems Inc)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, stock or for the purpose of any other lawful action. Such , the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted, adopted and such which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meetingany meeting of stockholders, nor more than sixty (60) days prior to any the time for such other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersas hereinbefore described; provided, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record datehowever, that a later date on or before the date of the meeting shall be the date for making such determination. If if no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the a resolution relating to such purposethereto. 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 determination of the adjourned meeting. In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be more than ten (10) days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by the Delaware General Corporation Law, as amended (“DGCL”), the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in such case shall also fix as the manner prescribed by Article II, Section 2.7 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the DGCL with respect to the proposed action by written consent of the stockholders, the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled consent to vote corporate action in accordance herewith writing shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Appears in 4 contracts
Samples: Merger Agreement (Community Bankers Acquisition Corp.), Merger Agreement (Community Bankers Acquisition Corp.), Merger Agreement (Transcommunity Financial Corp)
Record Date. The Board (a) In order that the Company may fix in advance a date as a record date for determine the determination of the stockholders Members entitled to notice of any meeting of stockholdersMember or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors or the Class Q Members, and such which record date shall shall, unless otherwise required by law, not be more than sixty (60) 60 nor less than ten (10) 10 days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationdeterminations. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders Members entitled to notice of or to vote at or attend a meeting of stockholders Members shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. A determination of stockholders Members of record entitled to notice of or to vote at or attend a meeting of stockholders Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for stockholders Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixed, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (EQT Infrastructure Co LLC), Limited Liability Company Agreement (EQT Private Equity Co LLC), Limited Liability Company Agreement (EQT Infrastructure Co LLC)
Record Date. The Board In order that the corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the board of any dividend or other distribution or allotment of any rights in respect of any changedirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date which shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the board of directors, and such record date which shall not be more than sixty (60) days nor less than then ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such . A determination of stockholders of record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any or to vote at a meeting of stockholdersstockholders shall apply to any adjournment of the meeting; provided, such date shall also be however, that the board of directors may fix a new record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationadjourned meeting. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date is fixed, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation as provided in Section 10 of Article I. If no record date is fixed and prior action by the board of directors is required, the record date for any other purpose determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day date on which the Board board of directors adopts the resolution relating to taking such purposeprior action. 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, In order that the Board corporation may fix a new record date for determination of determine the stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.receive payment
Appears in 3 contracts
Samples: Merger Agreement (Continental Circuits Corp), Merger Agreement (Hadco Acquisition Corp Ii), Merger Agreement (Hadco Acquisition Corp Ii)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, stock or for the purpose of any other lawful action. Such , the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted, adopted and such which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meetingany meeting of stockholders, nor more than sixty (60) days prior to any the time for such other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersas hereinbefore described; provided, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record datehowever, that a later date on or before the date of the meeting shall be the date for making such determination. If if no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the a resolution relating to such purposethereto. A determination of In order that the Corporation may determine the stockholders of record entitled to notice of or consent to vote at corporate action in writing without 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, which shall not precede the date upon which the resolution fixing the record date for determination is adopted by the Board of stockholders entitled to vote at the adjourned meetingDirectors, and which record date shall be not more than ten (10) days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in such case shall also fix as the manner prescribed by Article I, Section 9 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law with respect to the proposed action by written consent of the stockholders, the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled consent to vote corporate action in accordance herewith writing shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Appears in 3 contracts
Samples: Merger Agreement (Gni Group Inc /De/), Merger Agreement (Green I Acquisition Corp), Merger Agreement (Born Dawn S)
Record Date. The Board may fix in advance a date as a record date for the determination of In order to determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights Directors may fix, in respect of any changeadvance, conversion or exchange of stocka record date, or for the purpose of any other lawful action. Such which record date shall not precede the date on which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such record date which shall not be more than sixty (60) nor less fewer than ten (10) days before the date of such meeting, nor more meeting (or less than sixty twenty (6020) days prior if a merger or consolidation is to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote acted upon at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationmeeting). If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 determination of the adjourned meeting. In order that the Corporation may determine the stockholders entitled to vote at receive payment of any dividend or other distribution or allotment of any rights of the adjourned meetingstockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and in which record date shall be not more than sixty (60) days prior to such case shall also fix as action. If no record date is fixed, the record date for determining stockholders entitled to notice of for any such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith purpose shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 3 contracts
Samples: Merger Agreement (Avista Healthcare Public Acquisition Corp.), Merger Agreement (Avista Healthcare Public Acquisition Corp.), Transaction Agreement (Avista Healthcare Public Acquisition Corp.)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, stock or for the purpose of any other lawful action. Such , the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted, adopted and such which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meetingany meeting of stockholders, nor more than sixty (60) days prior to any the time for such other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersas hereinbefore described; provided, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record datehowever, that a later date on or before the date of the meeting shall be the date for making such determination. If if no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the a resolution relating to such purposethereto. 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 determination of the adjourned meeting. In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action without a meeting, (including by telegram, cablegram or other electronic transmission as permitted by law), the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten (10) days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date shall be the first date on which a consent setting forth the action taken or proposed to be taken is delivered to the Corporation in such case shall also fix as the manner prescribed by Article I, Section 9 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law with respect to the proposed action by consent of the stockholders without a meeting, the record date for determining stockholders entitled to notice of such adjourned consent to corporate action without a meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Appears in 3 contracts
Samples: License Agreement (Orexigen Therapeutics, Inc.), License Agreement (Orexigen Therapeutics, Inc.), Securities Purchase Agreement (Vasogen Inc)
Record Date. The Board may fix in advance a date as a record date for (A) For the determination purpose of determining the stockholders Stockholders entitled to notice of any meeting of stockholdersStockholders or any adjournment thereof, unless otherwise required by the Certificate of Incorporation or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changeapplicable Law, conversion or exchange of stockthe Board may fix a record date, or for the purpose of any other lawful action. Such which record date shall not precede the date on which the resolution fixing the record date is adopted, was adopted by the Board and such record date shall not be more than sixty (60) nor 60 days or less than ten (10) days before the date of such meeting. Subject to Section 2.13, nor for the purposes of determining the Stockholders entitled to express consent to corporate action in writing without a meeting, unless otherwise required by the Certificate of Incorporation or applicable Law, the Board may fix a record date, which record date shall not precede the date on which the resolution fixing the record date was adopted by the Board and shall not be more than sixty (60) ten days after the date on which the record date was fixed by the Board. For the purposes of determining the Stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, exercise any rights in respect of any change, conversion or exchange of stock or take any other lawful action, unless otherwise required by the Certificate of Incorporation or applicable Law, the Board may fix a record date, which record date shall not precede the date on which the resolution fixing the record date was adopted by the Board and shall not be more than 60 days prior to any other action such action.
(B) Subject to which Section 2.13, if no such record date relates. If the Board so fixes a is fixed:
(i) The record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed, the record date for determining stockholders Stockholders entitled to notice of or to vote at a meeting of stockholders Stockholders shall be at the close of business on the day before the day on which notice is given, given or, if notice is waived, at the close of business on the day before the day on which the meeting is held. If no ;
(ii) The record date for determining Stockholders entitled to express consent to corporate action in writing without a meeting (unless otherwise provided in the Certificate of Incorporation), when no prior action by the Board is fixedrequired by applicable Law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable Law; and when prior action by the Board is required by applicable Law, the record date for determining stockholders for any other purpose Stockholders entitled to express consent to corporate action in writing without a meeting shall be at the close of business on the day date on which the Board adopts the resolution relating to takes such purpose. A prior action; and
(iii) When a determination of stockholders Stockholders of record entitled to notice of or to vote at a any meeting of stockholders Stockholders has been made as provided in this Section 2.4, such determination shall apply to any adjournment of the meetingthereof; provided, however, that the Board may fix a new record date for determination of stockholders Stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders Stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders Stockholders entitled to vote in accordance herewith at with the adjourned meetingforegoing provisions.
Appears in 3 contracts
Samples: Merger Agreement (HRG Group, Inc.), Merger Agreement (Spectrum Brands Holdings, Inc.), Agreement and Plan of Merger (Spectrum Brands, Inc.)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changethe Board may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board, and such which record date shall shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting. In order that the Corporation may determine the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required under the DGCL, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required under the DGCL, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.
Appears in 3 contracts
Samples: Transaction Agreement and Plan of Merger (Baker Hughes Inc), Transaction Agreement and Plan of Merger (General Electric Co), Transaction Agreement and Plan of Merger (Baker Hughes Inc)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may, conversion or exchange of stockexcept as otherwise required by law, or for the purpose of any other lawful action. Such fix a record date, which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall not be more than sixty (60) 60 nor less than ten (10) 10 days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or and to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith with the foregoing provisions of this Section 3 at the adjourned meeting. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting, (including by telegram, cablegram or other electronic transmission as permitted by law), the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date shall be the first date on which a consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article I, Section 9 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law with respect to the proposed action by consent of the stockholders without a meeting, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Appears in 3 contracts
Samples: Merger Agreement (Merck & Co., Inc.), Merger Agreement (Immune Design Corp.), Merger Agreement (Juniper Pharmaceuticals Inc)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may, conversion or exchange of stockexcept as otherwise required by law, or for the purpose of any other lawful action. Such fix a record date, which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall not be more than sixty (60) 60 nor less than ten (10) 10 days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or and to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith with the foregoing provisions of this Section 3 at the adjourned meeting. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting, (including electronic transmission as permitted by law), the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date shall be the first date on which a consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article I, Section 9 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law with respect to the proposed action by consent of the stockholders without a meeting, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Appears in 3 contracts
Samples: Merger Agreement (Greenhill & Co Inc), Business Combination Agreement (Frazier Lifesciences Acquisition Corp), Merger Agreement (Acceleron Pharma Inc)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall shall, unless otherwise required by law, not be more than sixty (60) 60 nor less than ten (10) 10 days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
Appears in 2 contracts
Samples: Merger Agreement (IMS Health Holdings, Inc.), Merger Agreement (Quintiles Transnational Holdings Inc.)
Record Date. The Board In order that the corporation may fix in advance a date as a record date for determine the determination of the ----------- stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders 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 change, conversion or exchange of stock, stock or for the purpose of any other lawful action. Such , the Board may fix a record date, which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board and which record date: (i) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, and such record date shall shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; (ii) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, nor shall not be more than ten (10) days from the date upon which the resolution fixing the record date is adopted by the Board; and (iii) in the case of any other action, shall not be more than sixty (6010) days prior to any such other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationaction. If no record date is fixed, : (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no ; (b) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board is fixedrequired by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board is required by law, shall be at the close of business on the day on which the Board adopts the resolution taking such prior action; and (c) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purposethereto. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
Appears in 2 contracts
Samples: Convertible Subordinated Note Purchase Agreement (Entravision Communications Corp), Roll Up Agreement (Entravision Communications Corp)
Record Date. The Board (A) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, stock or for the purpose of any other lawful action. Such , the Board of Directors may, except as otherwise required by law, fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted, adopted by the Board of Directors and such which record date shall not be more than sixty (60) 60 nor less than ten (10) 10 days before the date of such meetingmeeting of stockholders, nor more than sixty (60) 60 days prior to any the time for such other action to which such record date relatesas described above. If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or and to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the a resolution relating to such purpose. A determination of thereto.
(B) In order that the Corporation may determine the stockholders of record entitled to notice of or consent to vote at corporate action in writing without 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, which record date for determination shall not precede the date upon which the resolution fixing the record date is adopted by the Board of stockholders entitled to vote at the adjourned meetingDirectors, and in such case which record date shall also fix as not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors and prior action by the Board of Director is required by applicable law, the Certificate of Incorporation, or these Bylaws, the record date for determining stockholders entitled to notice of such adjourned consent to corporate action in writing without a meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith shall be at the adjourned meetingclose of business on the date on which the Board of Directors adopts the resolution taking such prior action.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Vmware, Inc.), Separation and Distribution Agreement (Dell Technologies Inc.)
Record Date. The Board (A) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changethe Board may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board, and such which record date shall shall, unless otherwise required by applicable law, not be more than sixty (60) 60 nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
(B) In order that the Corporation may determine the stockholders 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, exchange or redemption of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
(C) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date for determining stockholders entitled to express consent to corporate action without a meeting is fixed by the Board, (i) when no prior action of the Board is required by applicable law, the record date for such purpose shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board is required by applicable law, the record date for such purpose shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.
Appears in 2 contracts
Samples: Master Reorganization Agreement (Atlas Energy Solutions Inc.), Master Reorganization Agreement (New Atlas HoldCo Inc.)
Record Date. (i) The Board may fix in advance a date as a record date for the determination of the stockholders entitled to Managing Member shall give at least 10 days’ notice of any meeting of stockholdersthe Members of the Company. For the purpose of determining Members entitled to notice of or to vote at any meeting of Members, or any adjournment thereof, or entitled to receive payment of consent to any dividend matter, or other distribution or allotment of entitled to exercise any rights in respect of connection with any change, conversion or exchange of stockUnits, or for the purpose of any other lawful action. Such , the Managing Member may fix a record date, which record date shall not precede the date on upon which the resolution fixing the such record date is adoptedadopted by the Managing Member, and such which record date shall not be more than sixty (60) 60 nor less than ten (10) 10 days before prior to the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Managing Member, the record date for determining stockholders Members entitled to notice of or to vote at a meeting of stockholders Members shall be at the close of business on the day before next preceding the day on which notice of such meeting is given, or, if notice is waivedwaived in accordance with this Agreement, at the close of business on the day before next preceding the day on which the meeting of Members is held.
(ii) If action without a meeting is to be taken, the Managing Member may fix a record date for determining Members entitled to consent in writing to such action, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Managing Member, and which record date shall not be more than 10 days subsequent to the date upon which the resolution fixing the record date is adopted by the Managing Member. If no record date is fixedhas been fixed by the Managing Member, the record date for determining stockholders for any other purpose Members entitled to consent to action in writing without a meeting shall be at the close of business on the day first date on which a signed written consent setting forth the Board adopts action taken or proposed to be taken is delivered to the resolution relating Company by delivery to such purpose. its registered office, its principal place of business, or to an Officer of the Company having custody of the book in which proceedings of meetings of Members are recorded.
(iii) A determination of stockholders Members of record entitled to notice of or to vote at a meeting of stockholders Members shall apply to any adjournment of the meeting; provided, however, that the Board Managing Member may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Manning & Napier, Inc.), Limited Liability Company Agreement (Manning & Napier, Inc.)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersthe stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changethe Board may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board, and such which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board, the record date for determining stockholders entitled to notice of or and to vote at a meeting of the stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix fix, as the record date for stockholders entitled to notice of such adjourned meeting meeting, the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meetingmeeting in accordance with the foregoing provisions of this Section 2.10.
Appears in 2 contracts
Samples: Merger Agreement (WPX Energy, Inc.), Merger Agreement (Devon Energy Corp/De)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 determination of the adjourned meeting. In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and in such case which date shall also fix as not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting, when no prior action by the board of such adjourned meeting directors is required by law, shall be the same first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an earlier officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date as that has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determination of determining stockholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. [Section 213.]
Appears in 2 contracts
Samples: Restated by Laws (Riverwood Holding Inc), Restated by Laws (Riverwood Holding Inc)
Record Date. The Board (a) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjourned meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changethe Board may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board, and such which record date shall shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board, the record date for determining stockholders entitled to notice of or and to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 adjourned meeting; provided, however, that the Board may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
(b) In order that the Corporation may determine the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
(c) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders entitled to express consent to corporate action without a meeting, when no prior action of the Board is required by law, shall be the first date on which a signed consent setting forth the action taken or proposed to be taken was delivered to the Corporation. If no record date has been fixed by the Board, the record date for determining stockholders entitled to express consent to corporate action without a meeting, if prior action by the Board is required by law, shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.
Appears in 2 contracts
Samples: Revolving Credit, Term Loan and Security Agreement (PHI Group, Inc./De), Revolving Credit, Term Loan and Security Agreement (PHI Group, Inc./De)
Record Date. The Board (A) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
(B) In order that the Corporation may determine the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
(C) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, (i) when no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Appears in 2 contracts
Samples: Merger Agreement (Edify Acquisition Corp.), Merger Agreement (Unique Logistics International, Inc.)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, stock or for the purpose of any other lawful action. Such , the Board of Directors may, except as otherwise required by law, fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted, adopted by the Board of Directors and such which record date shall not be more than sixty (60) 60 days nor less than ten (10) 10 days before the date of such meetingmeeting of stockholders, nor more than sixty (60) 60 days prior to any the time for such other action to which such record date relatesas described above. If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or and to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the a resolution relating to such purposethereto. 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 determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith with the foregoing provisions of this Section 5.2 at the adjourned meeting.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Dell Technologies Inc.), Separation and Distribution Agreement (Vmware, Inc.)
Record Date. (i) The Board may fix in advance a date Managing Member or the Board, as a record date for the determination of the stockholders entitled to applicable, shall give at least 10 days’ notice of any meeting of stockholdersthe Members of the Company. For the purpose of determining Members entitled to notice of or to vote at any meeting of Members, or any adjournment thereof, or entitled to receive payment of consent to any dividend matter, or other distribution or allotment of entitled to exercise any rights in respect of connection with any change, conversion or exchange of stockUnits, or for the purpose of any other lawful action. Such , the Managing Member or the Board, as applicable, may fix a record date, which record date shall not precede the date on upon which the resolution fixing the such record date is adoptedadopted by the Managing Member or the Board, as applicable, and such which record date shall not be more than sixty (60) 60 nor less than ten (10) 10 days before prior to the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Managing Member or the Board, as applicable, the record date for determining stockholders Members entitled to notice of or to vote at a meeting of stockholders Members shall be at the close of business on the day before next preceding the day on which notice of such meeting is given, or, if notice is waivedwaived in accordance with this Agreement, at the close of business on the day before next preceding the day on which the meeting of Members is held.
(ii) If action without a meeting is to be taken, the Managing Member or the Board, as applicable, may fix a record date for determining Members entitled to consent in writing to such action, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Managing Member or the Board, as applicable, and which record date shall not be more than 10 days subsequent to the date upon which the resolution fixing the record date is adopted by the Managing Member or the Board, as applicable. If no record date is fixedhas been fixed by the Managing Member or the Board, as applicable, the record date for determining stockholders for any other purpose Members entitled to consent to action in writing without a meeting shall be at the close of business on the day first date on which a signed written consent setting forth the Board adopts action taken or proposed to be taken is delivered to the resolution relating Company by delivery to such purpose. its registered office, its principal place of business, or to an Officer of the Company having custody of the book in which proceedings of meetings of Members are recorded.
(iii) A determination of stockholders Members of record entitled to notice of or to vote at a meeting of stockholders Members shall apply to any adjournment of the meeting; provided, however, that the Board Managing Member or the Board, as applicable, may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Manning & Napier, Inc.), Limited Liability Company Agreement (Manning & Napier, Inc.)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, stock or for the purpose of any other lawful action. Such , the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted, adopted and such which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled nor more than sixty days prior to vote at such meeting unless the Board determines, at the time it fixes for such record dateother action as hereinbefore described; provided, however, that a later date on or before the date of the meeting shall be the date for making such determination. If if no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the a resolution relating to such purposethereto. 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 determination of the adjourned meeting. In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by law, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in such case shall also fix as the manner prescribed by Article I, Section 8 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law with respect to the proposed action by written consent of the stockholders, the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled consent to vote corporate action in accordance herewith writing shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Appears in 2 contracts
Samples: Merger Agreement (Ashland Inc), Merger Agreement (Ashland Coal Inc)
Record Date. The Board may fix in advance a date as a record date for (i) For the determination purpose of the stockholders determining Members entitled to notice of or to vote at any meeting of stockholdersMembers, or any adjournment thereof, or entitled to express consent to 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 connection with any change, conversion conversion, or exchange of stockUnits, or for the purpose of any other lawful action. Such , the Board may fix a record date, which record date shall will not precede the date on upon which the resolution fixing the such record date is adoptedadopted by the Board, and such which record date shall will not be more than sixty (60) 60 nor less than ten (10) 10 days before prior to the date of such meeting, nor more than sixty meeting or other action.
(60ii) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board, the record date for determining stockholders Members entitled to notice of or to vote at a meeting of stockholders shall Members will be at the close of business on the day before next preceding the day on which notice of such meeting is given, or, if notice is waivedwaived in accordance with this Agreement, at the close of business on the day before next preceding the day on which the meeting of Members is held. .
(iii) If, in accordance with this Agreement, action without a meeting of Members is to be taken, the Board may fix a record date for determining Members entitled to consent in writing to such action, which record date will not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date will not be more than 10 days subsequent to the date upon which the resolution fixing the record date is adopted by the Board.
(iv) If no record date is fixedhas been fixed by the Board, the record date for determining stockholders for any other purpose shall Members entitled to consent to action in writing without a meeting will be at the close of business on the day first date on which a signed written consent setting forth the Board adopts action taken or proposed to be taken is delivered to the resolution relating Company by delivery to such purpose. its registered office or its principal place of business, to the attention of the President.
(v) A determination of stockholders Members of record entitled to notice of or to vote at a meeting of stockholders shall Members will apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (PH Holding LLC), Limited Liability Company Agreement (PH Holding LLC)
Record Date. The Board (i) In order that the Company may fix in advance a date as a record date for determine the determination of the stockholders Members entitled to notice of or to vote at any meeting of stockholdersthe Members or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changethe Board may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board, and such which record date shall not be more than sixty (60) nor less than ten one (101) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board, the record date for determining stockholders Members entitled to notice of or to vote at a meeting of stockholders the Members shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. A determination of stockholders Members of record entitled to notice of or to vote at a meeting of stockholders the Members shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting.
(ii) In order that the Company may determine the Members entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and in such case which record date shall also fix as not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for stockholders determining Members entitled to notice consent to corporate action in writing without a meeting, when no prior action by the Board is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its registered office in the State of such adjourned meeting the same Delaware, its principal place of business, or an earlier Officer or agent of the Company having custody of the book in which proceedings of meetings of the Members are recorded. Delivery made to the Company’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date as that has been fixed by the Board and prior action by the Board is required by applicable law, the record date for determination of stockholders determining Members entitled to vote consent to limited liability company action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the Board adopts the resolution taking such prior action.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Springleaf Holdings, Inc.), Limited Liability Company Agreement (Springleaf Holdings, LLC)
Record Date. (a) The Board may fix a time in advance a date the future as a record date for the determination of the stockholders shareholders entitled to notice of and to vote at any meeting of stockholders, shareholders or entitled to give consent to corporate action in writing without a meeting, to receive payment of any report, to receive any dividend or other distribution distribution, or allotment of any rights, or to exercise rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such The record date so fixed shall be not precede the date on which the resolution fixing the record date is adopted, and such record date shall not be more than sixty (60) 60 days nor less than ten (10) 10 days before prior to the date of such meeting, nor more than sixty (60) 60 days prior to any other action to which such action. A determination of shareholders of record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting, but the Board shall fix a new record date if the meeting is adjourned for more than 45 days from the date set for the original 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 any such meeting, to give consent without a meeting, to receive any report, 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, except as otherwise provided in the Articles of Incorporation or these Bylaws.
(b) If no record date is fixed:
(1) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the business day before preceding the day on which the meeting is held. If no record date is fixed, the .
(2) The record date for determining stockholders shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board has been taken, shall be the day on which the first written consent is given.
(3) The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the 60th day prior to such purpose. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meetingother action, whichever is later.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cryolife Inc), Agreement and Plan of Merger (Cardiogenesis Corp /CA)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changethe Board may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board, and such which record date shall shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting. In order that the Corporation may determine the stockholders 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 may fix a record date, which shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
Appears in 2 contracts
Samples: Business Combination Agreement (Novus Capital Corp II), Merger Agreement (Oaktree Acquisition Corp.)
Record Date. The Board (a) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 determination of the adjourned meeting.
(b) In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and in such case which record date shall also fix as not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting, when no prior action by the Board of such adjourned meeting Directors is required by law, shall be the same first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Nevada, its principal place of business, or an earlier officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date as that has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determination of determining stockholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolutions taking such prior action.
(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 2 contracts
Samples: Merger Agreement (Newport Corp), Merger Agreement (MKS Instruments Inc)
Record Date. The Board (a) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
(b) In order that the Corporation may determine the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
(c) Unless otherwise restricted by the certificate of incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, (i) when no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Appears in 2 contracts
Samples: Merger Agreement (Outerwall Inc), Agreement and Plan of Merger (ADT Corp)
Record Date. The Board board of directors may fix a date (which shall not precede the date upon which the resolution fixing the record date is adopted) in advance of, not exceeding 60 days preceding, the date of any meeting of stockholders (and in such case not less than 10 days before the date of such meeting), or the date for the payment of any dividend or distribution, or the date for the allotment of rights, or the date when any exercise of any rights, change or conversion or exchange of capital stock shall go into effect or a date in connection with obtaining any written consent to corporate action without a meeting (and in such case not more than 10 days after the date on which the resolution fixing the record date is adopted by the board of directors), as a record date for the determination of the stockholders entitled to notice of of, and to vote at, such meeting, and any meeting of stockholdersadjournment thereof, or entitled to receive payment of any dividend or other distribution distribution, or to receive any such allotment of any rights, or to exercise the rights in respect of any such change, conversion or exchange of stockcapital stock or to give such written consent, or for as the purpose case may be, notwithstanding any transfer of any other lawful action. Such stock on the books of the Corporation after any record date shall not precede the date on which the resolution fixing the record date is adopted, and such record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationfixed. If no record date is fixedset by the board of directors then the record date shall, unless otherwise required by law, be determined as follows:
(a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, ;
(b) the record date for determining stockholders for any other purpose entitled to express consent to corporate action in writing without a meeting when no prior action of the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the board of directors is required by law, shall be at the close of business on the day on which the Board board of directors adopts the resolution taking such prior action; and
(c) the record date for determining stockholders for any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect to any change, conversion or exchange of stock, or any other purpose, shall be at the close of business on the day on which the board of directors adopts the resolution relating to such purpose. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meetingthereto.
Appears in 2 contracts
Samples: Merger Agreement (Amedisys Inc), Merger Agreement (Option Care Health, Inc.)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to (i) notice of or to vote at any meeting of stockholdersthe stockholders or any adjournment thereof, (ii) unless otherwise provided in the Restated Certificate of Incorporation of the Corporation, express consent to corporate action by written consent without a meeting or entitled to (iii) 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 conversion, or exchange of stock, or (iv) for the purpose of any other lawful action. Such , the Board may fix a record date date, which shall not precede the date on upon which the resolution fixing the record date is adopted, adopted by the Board and such which record date shall shall, unless otherwise required by law, not be be: (a) in the case of clause (i) above, more than sixty (60) nor less than ten (10) days before the date of such meeting, nor (b) in the case of clause (ii) above, more than ten days after the date upon which the resolution fixing the record date was adopted by the Board, and (c) in the case of any other action, more than sixty (60) days prior to any such other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationaction. If no record date is fixed, : (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, or if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no ; (b) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting (unless otherwise provided in the Restated Certificate of Incorporation of the Corporation), when no prior action by the Board is fixedrequired under the General Corporation Law of the State of Delaware, as amended from time to time (the "General Corporation Law"), shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded; and when prior action by the Board is required under the General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board adopts the resolution taking such prior action; and (c) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purposethereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Time Warner Telecom LLC), Limited Liability Company Agreement (Time Warner Telecom LLC)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, stock or for the purpose of any other lawful action. Such , the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted, adopted and such which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meetingany meeting of stockholders, nor more than sixty (60) days prior to any the time for such other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersas hereinbefore described; provided, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record datehowever, that a later date on or before the date of the meeting shall be the date for making such determination. If if no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the a resolution relating to such purposethereto. 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 determination of the adjourned meeting. In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action without a meeting, (including by telegram, cablegram or other electronic transmission as permitted by law), the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten (10) days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date shall be the first date on which a consent setting forth the action taken or proposed to be taken is delivered to the Corporation in such case shall also fix as the manner prescribed by Article II, Section 9 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law with respect to the proposed action by consent of the stockholders without a meeting, the record date for determining stockholders entitled to notice of such adjourned consent to corporate action without a meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Associated Estates Realty Corp), Merger Agreement (FTT Holdings, Inc.)
Record Date. The Board (A) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changethe Board may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board, and such which record date shall shall, unless otherwise required by applicable law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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; meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
(B) In order that the Corporation may determine the stockholders 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, exchange or redemption of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
(C) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to take action by consent in writing, pursuant to a resolution of and at the direction of the Board, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board.
Appears in 2 contracts
Samples: Contribution Agreement (Texas Pacific Land Trust), Contribution Agreement (Texas Pacific Land Corp)
Record Date. The Board (A) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changethe Board may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board, and such which record date shall shall, unless otherwise required by applicable law, not be more than sixty (60) 60 nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
(B) In order that the Corporation may determine the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
(C) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board, (i) when no prior action of the Board is required by applicable law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board is required by applicable law, the record date for such purpose shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.
Appears in 2 contracts
Samples: Voting Agreement (Roan Resources, Inc.), Master Reorganization Agreement (Charah Solutions, Inc.)
Record Date. The Board may fix in advance a date as a record date for the determination of In order to determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights Directors may fix, in respect of any changeadvance, conversion or exchange of stocka record date, or for the purpose of any other lawful action. Such which record date shall not precede the date on which the resolution fixing the record date is adopted, by the Board of Directors, and such record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 determination of the adjourned meeting. In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and in such case which date shall also fix as not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting, when no prior action by the board of such adjourned meeting directors is required by law, shall be the same first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an earlier officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date as that has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determination of determining stockholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights of the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 2 contracts
Samples: Senior Loan and Security Agreement (Specialty Underwriters Alliance, Inc.), Subordinated Loan and Security Agreement (Specialty Underwriters Alliance, Inc.)
Record Date. The Board (a) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the board of any dividend or other distribution or allotment of any rights in respect of any changedirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. : If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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; providedproviding, however, that the Board of Directors may fix a new record date for determination of the adjourned meeting.
(b) In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and in such case which record date shall also fix as not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting, when no prior action by the Board of such adjourned meeting Directors is required by law, shall be the same first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, its principal place of business, or an earlier officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date as that has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determination of determining stockholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolutions taking such prior action.
(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 2 contracts
Samples: By Laws (TRW Automotive Inc), By Laws (TRW Automotive Inc)
Record Date. (i) The Board may fix in advance a date as a record date for the determination of the stockholders entitled to shall give at least ten (10) days’ notice of any meeting of stockholdersthe Members of the Company. For the purpose of determining Members entitled to notice of or to vote at any meeting of Members, or any adjournment thereof, or entitled to receive payment of consent to any dividend matter, or other distribution or allotment of entitled to exercise any rights in respect of connection with any change, conversion or exchange of stockUnits, or for the purpose of any other lawful action. Such , the Board may fix a record date, which record date shall not precede the date on upon which the resolution fixing the such record date is adoptedadopted by the Board, and such which record date shall not be more than sixty (60) 60 nor less than ten (10) days before prior to the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board, the record date for determining stockholders Members entitled to notice of or to vote at a meeting of stockholders Members shall be at the close of business on the day before next preceding the day on which notice of such meeting is given, or, if notice is waivedwaived in accordance with this Agreement, at the close of business on the day before next preceding the day on which the meeting of Members is held.
(ii) If action without a meeting is to be taken, the Board may fix a record date for determining Members entitled to consent in writing to such action, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten (10) days subsequent to the date upon which the resolution fixing the record date is adopted by the Board. If no record date is fixedhas been fixed by the Board, the record date for determining stockholders for any other purpose Members entitled to consent to action in writing without a meeting shall be at the close of business on the day first date on which a signed written consent setting forth the Board adopts action taken or proposed to be taken is delivered to the resolution relating Company by delivery to such purpose. its registered office, its principal place of business, or to an Officer of the Company having custody of the book in which proceedings of meetings of Members are recorded.
(iii) A determination of stockholders Members of record entitled to notice of or to vote at a meeting of stockholders Members shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Record Date. The Board may fix in advance a date as a record date for (a) For the determination purpose of the 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 conversion, or exchange of stock, stock or for the purpose of any other lawful action. Such , the board of directors may fix a record date, which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the board of directors, and for any such record determination of stockholders, such date shall in any case to be not be more than sixty (60) nor 60 days and not less than ten (10) days before the date of prior to such meeting, meeting nor more than sixty (60) 60 days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationaction. If no record date is fixed, the :
(i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the .
(ii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board board of directors adopts the resolution relating to such purpose. thereto.
(iii) 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 may fix a new record date for determination of the adjourned meeting.
(b) In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and in such case which date shall also fix as not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting, when no prior action by the board of such adjourned meeting directors is required by law or these bylaws, shall be the same first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an earlier officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office in the State of Delaware, principal place of business, or such officer or agent shall be by hand or by certified or registered mail, return receipt requested. If no record date as that has been fixed by the board of directors and prior action by the board of directors is required by law or these bylaws, the record date for determination of determining stockholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the board of directors adopts the resolution taking such prior action.
Appears in 1 contract
Samples: Merger Agreement (Ero Inc)
Record Date. The Board (a) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersthe stockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of the adjourned meeting.
(b) In order that the Corporation may determine the stockholders entitled to vote at consent to corporate action in writing without a meeting or request that the adjourned meetingBoard of Directors call a Special Meeting of Stockholders pursuant to Section 3 of Article II, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent or request that the Board of Directors call a Special Meeting pursuant to Section 3 of Article II shall, by written notice to the Secretary of the Corporation, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such case shall also fix as a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten (10) days of the date on which such a request is received, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting or request that the Board of such adjourned meeting Directors call a Special Meeting pursuant to Section 3 of Article II, shall be the same first date on which a signed written consent setting forth the action taken or proposed to be taken or on which a signed request by a stockholder to call a Special Meeting pursuant to Section 3 of Article II (as applicable) is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an earlier date as that fixed for determination officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders entitled are recorded, to vote in accordance herewith at the adjourned meetingattention of the Secretary of the Corporation. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.
Appears in 1 contract
Record Date. The Board may fix in advance a date as a record date for (a) For the determination purpose of determining the stockholders Stockholders entitled to notice of any meeting of stockholdersStockholders or any adjournment thereof, unless otherwise required by the Certificate of Incorporation or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changeapplicable law, conversion or exchange of stockthe Board may fix a record date (the “Notice Record Date”), or for the purpose of any other lawful action. Such which record date shall not precede the date on which the resolution fixing the record date is adopted, adopted by the Board and such record date shall not be more than sixty (60) nor 60 days or less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date The Notice Record Date shall also be the record date for determining the stockholders Stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record dateNotice Record Date, that a later date on or before the date of the such meeting shall be the date for making such determinationdetermination (the “Voting Record Date”). If no For the purposes of determining the Stockholders entitled to consent to corporate action without a meeting of Stockholders in accordance with Section 228 of the General Corporation Law, unless otherwise required by the Certificate of Incorporation or applicable law, the Board may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is fixedadopted by the Board and shall not be more than ten days after the date on which the resolution fixing the record date is adopted by the Board. For the purposes of determining the Stockholders entitled to (i) receive payment of any dividend or other distribution or allotment of any rights, (ii) exercise any rights in respect of any change, conversion or exchange of stock of the Corporation or (iii) take any other lawful action, unless otherwise required by the Certificate of Incorporation or applicable law, the Board may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board and shall not be more than 60 days prior to such action.
(b) If no such record date is fixed by the Board:
(i) the record date for determining stockholders Stockholders entitled to notice of or of, and to vote at at, a meeting of stockholders Stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no ;
(ii) the record date for determining Stockholders entitled to consent to corporate action without a meeting of Stockholders (unless otherwise provided in the Certificate of Incorporation or applicable law), when no prior action by the Board is fixedrequired by applicable law, shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and if prior action by the Board is required by applicable law, the record date for determining stockholders for any other purpose Stockholders entitled to consent to corporate action in writing without a meeting of Stockholders shall be at the close of business on the day on which the Board adopts the resolution taking such prior action; and
(iii) the record date for determining Stockholders entitled to (i) receive payment of any dividend or other distribution or allotment of any rights, (ii) exercise any rights in respect of any change, conversion or exchange of stock of the Corporation or (iii) take any other lawful action, unless otherwise required by the Certificate of Incorporation or applicable law, shall be at the close of business on the day on which the Board adopts the resolutions relating to such purpose. A thereto.
(c) when a determination of stockholders Stockholders of record entitled to notice of of, or to vote at a at, any meeting of stockholders Stockholders has been made as provided in this Section 2.4, such determination shall apply to any adjournment of the meeting; providedthereof, however, that unless the Board may fix fixes a new record date Voting Record Date for determination of stockholders entitled to vote at the adjourned meetingmeeting of Stockholders, and in such which case the Board shall also fix such Voting Record Date or a date earlier than such date as the record date new Notice Record Date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
Appears in 1 contract
Samples: Business Combination Agreement (ArcLight Clean Transition Corp. II)
Record Date. The Board (a) In order that the Company may fix in advance a date as a record date for determine the determination of the stockholders Unitholders entitled to notice of or to vote at any meeting of stockholdersUnitholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a Record Date, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date which Record Date shall not precede the date on upon which the resolution fixing the record date Record Date is adoptedadopted by the Board of Directors, and such record date which Record Date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date Record Date for determining the stockholders Unitholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record dateRecord Date, that a later date on or before the date of the meeting shall be the date for making such determination. .
(b) If no record date Record Date is fixedfixed by the Board of Directors, the record date Record Date for determining stockholders Unitholders entitled to notice of or to vote at a any meeting of stockholders Unitholders or any adjournment thereof shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held.
(c) In order that the Company may determine the Unitholders entitled to receive payment of any distribution or allotment of any rights or the Unitholders entitled to exercise any rights in respect of any change, conversion or exchange of Units, or for the purpose of any other lawful action, the Board of Directors may fix a Record Date, which Record Date shall not precede the date upon which the resolution fixing the Record Date is adopted, and which Record Date shall be not more than sixty (60) days prior to such action. If no record date Record Date is fixed, the record date Record Date for determining stockholders Unitholders for any other such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meetingthereto.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Macquarie Infrastructure Holdings, LLC)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of ----------- determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before date next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 determination of the adjourned meeting. In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and in such case which date shall also fix as not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting, when no prior action by the Board of such adjourned meeting Directors is required by law, shall be the same first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State, its principal place of business, or an earlier officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date as that has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determination of determining stockholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. [Section 213.]
Appears in 1 contract
Samples: Agreement and Plan of Contribution and Merger (Excalibur Technologies Corp)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changethe Board may, conversion or exchange of stockexcept as otherwise required by law, or for the purpose of any other lawful action. Such fix a record date, which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board, and such which record date shall not be more than sixty (60) 60 nor less than ten (10) 10 days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board, the record date for determining stockholders entitled to notice of or and to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith with the foregoing provisions of this Section 3 at the adjourned meeting. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting, (including by telegram, cablegram or other electronic transmission as permitted by law), the Board may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall be not more than ten days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board and no prior action by the Board is required by the DGCL, the record date shall be the first date on which a consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article I, Section 9 hereof. If no record date has been fixed by the Board and prior action by the Board is required by the DGCL with respect to the proposed action by consent of the stockholders without a meeting, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.
Appears in 1 contract
Samples: Business Combination Agreement (Spartan Energy Acquisition Corp.)
Record Date. The Board (a) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changethe Board may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board, and such which record date shall shall, unless otherwise required by applicable law, not be more greater than sixty (60) 60 nor less fewer than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting meeting, unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
(b) In order that the Corporation may determine the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be greater than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
(c) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board, (i) when no prior action of the Board is required by applicable law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board is required by applicable law, the record date for such purpose shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.
Appears in 1 contract
Samples: Business Combination Agreement (Climate Change Crisis Real Impact I Acquisition Corp)
Record Date. The For the purpose of determining Shareholders entitled to notice at a meeting of Shareholders or an adjournment of a meeting, the Board may fix in advance a date as a record date for the determination of the stockholders entitled to notice of any meeting of stockholdersdate, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date which shall not precede the date on which the resolution fixing the record date is adopted, and such record adopted by the Board. The date shall not be more than sixty (60) days nor less than ten (10) days before the date of such the meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is not fixed, the record date for determining stockholders determination of Shareholders entitled to notice of or to vote at a meeting of stockholders Shareholders shall be at the close of business on the day before next preceding the day on which notice is given, or, or if no notice is waivedgiven, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. A When a determination of stockholders Shareholders of record entitled to notice of or to vote at a meeting of stockholders shall apply Shareholders has been made as provided in this section, the determination applies to any adjournment of the meeting; provided, howeverunless the Board fixes a new record date under this section for the adjourned meeting. For the purpose of determining Shareholders entitled to express consent to or dissent from a proposal without a meeting, that the Board may fix a new record date, which shall not precede the date for determination of stockholders entitled to vote at on which the adjourned meeting, and in such case shall also fix as resolution fixing the record date for stockholders is adopted by the Board and shall not be more than ten (10) days after the Board resolution. If a record date is not fixed and prior action by the Board is required with respect to the corporate action to be taken without a meeting, the record date shall be the close of business on the day on which the resolution of the Board is adopted. If a record date is not fixed and prior action by the Board is not required, the record date shall be the first date on which a signed written consent is delivered to the Corporation as provided in the DGCL. For the purpose of determining Shareholders entitled to notice receive payment of such adjourned meeting a share dividend or distribution, or allotment of a right, or for the same purpose of any other action, the Board may fix a record date, which shall not precede the date on which the resolution fixing the record date is adopted by the Board. The date shall not be more than sixty (60) days before the payment of the share dividend or an earlier distribution or allotment of a right or other action. If a record date as that fixed for determination is not fixed, the record date shall be the close of stockholders entitled business on the day on which the resolution of the Board relating to vote in accordance herewith at the adjourned meetingcorporate action is adopted.
Appears in 1 contract
Record Date. The Board In order that the corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 unless the Board may fix of Directors fixes a new record date for determination of the adjourned meeting. In order that the corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and in such case which record date shall also fix as not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting, when no prior action by the Board of such adjourned meeting Directors is required by the same Delaware General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or an earlier proposed to be taken is delivered to the corporation in the manner prescribed by Section 213(b) of the Delaware General Corporation Law. If no record date as that has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date for determination of determining stockholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Appears in 1 contract
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting meeting, or at any adjournment of a meeting, of stockholders, ; 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 conversion, or exchange of stock, ; or for the purpose of any other lawful action. Such ; the board of directors may fix, in advance, a record date, which record date shall not precede the date on upon which the resolution fixing the record date is adopted, and such record date shall not be more than sixty (60) nor less than ten (10) days before adopted by the date board of such meeting, nor more than sixty (60) days prior to any other action to which such record date relatesdirectors. If the Board so fixes a The record date for determining the stockholders entitled to notice of or to vote at any meeting of stockholders, the stockholders or any adjournment thereof shall not be more than sixty nor less than ten days before the date of such date shall also be the meeting. The record date for determining the stockholders entitled to vote at such consent to corporate action in writing without a meeting unless the Board determines, at the time it fixes such record date, that a later date on or before shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of the meeting shall be the directors. The record date for making any other action shall not be more than sixty days prior to such determinationaction. If no record date is fixed, (i) the record date for determining stockholders entitled to notice of or to vote at a any meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waivedwaived by all stockholders, at the close of business on the day before next preceding the day on which the meeting is held. If no ; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is fixedrequired, shall be the first date on which a signed written consent setting forth the action taken or to be taken is delivered to the Corporation and, when prior action by the board of directors is required, shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board board of directors adopts the resolution relating to such other purpose. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
Appears in 1 contract
Record Date. The Board (a) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersthe stockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination the adjourned meeting.
(b) Only to the extent that action by written consent of the stockholders is not prohibited by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and in such case which record date shall also fix as not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting, when no prior action by the Board of such adjourned meeting Directors is required by applicable law, shall be the same first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an earlier officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date as that has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determination of determining stockholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Appears in 1 contract
Samples: Business Combination Agreement (FinTech Acquisition Corp. IV)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before date next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 determination of the adjourned meeting. In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and in such case which date shall also fix as not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting, when no prior action by the Board of such adjourned meeting Directors is required by law, shall be the same first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State, its principal place of business, or an earlier officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date as that has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determination of determining stockholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. [Section 213.]
Appears in 1 contract
Samples: Agreement and Plan of Contribution and Merger (Excalibur Technologies Corp)
Record Date. The Board (i) In order that Group may fix in advance a date as a record date for determine the determination of the stockholders Members entitled to notice of or to vote at any meeting of stockholdersthe Members or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changethe Board may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board, and such which record date shall not be more than sixty (60) nor less than ten two (102) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which or on such record earlier date relates. If as the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at person or persons calling such meeting unless may deem necessary or appropriate in the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationcircumstances. If no record date is fixedfixed by the Board, the record date for determining stockholders Members entitled to notice of or to vote at a meeting of stockholders the Members shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. A determination of stockholders Members of record entitled to notice of or to vote at a meeting of stockholders the Members shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting.
(ii) In order that Group may determine the Members entitled to consent to limited liability company action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and in such case which record date shall also fix as not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for stockholders determining Members entitled to notice consent to limited liability company action in writing without a meeting, when no prior action by the Board is required by this Agreement, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to Group by delivery to its principal place of such adjourned meeting the same business, or an earlier Officer or agent of Group having custody of the book in which proceedings of meetings of the Members are recorded. If no record date as that has been fixed by the Board and prior action by the Board is required by this Agreement, the record date for determination of stockholders determining Members entitled to vote consent to limited liability company action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the Board adopts the resolution taking such prior action.
Appears in 1 contract
Samples: Restructuring Support Agreement (Global Brokerage, Inc.)
Record Date. The Board (A) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changethe Board may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board, and such which record date shall shall, unless otherwise required by applicable law, not be more than sixty (60) 60 nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
(B) In order that the Corporation may determine the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
(C) Unless otherwise restricted by the Amended and Restated Certificate of Incorporation of the Corporation, as it may be amended from time to time (the “Certificate of Incorporation”), in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board, (i) when no prior action of the Board is required by applicable law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board is required by applicable law, the record date for such purpose shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.
Appears in 1 contract
Record Date. The Board (a) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersthe stockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or and to vote at a meeting of the stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix fix, as the record date for stockholders entitled to notice of such adjourned meeting meeting, the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting in accordance with the foregoing provisions of this Section 11 of this Article II.
(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with Section 228(d) of the DGCL. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Appears in 1 contract
Samples: Merger Agreement (Kellanova)
Record Date. The Board In order that the corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the board of any dividend or other distribution or allotment of any rights in respect of any changedirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date which shall not not-precede the date on upon which the resolution fixing the record date is adoptedadopted by the board of directors, and such record date which shall not be more than sixty (60) days nor less than then ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such . A determination of stockholders of record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any or to vote at a meeting of stockholdersstockholders shall apply to any adjournment of the meeting; provided, such date shall also be however, that the board of directors may fix a new record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationadjourned meeting. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which shall not precede the date upon which the resolution fixing [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. the record date is adopted by the board of directors, and which shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date is fixed, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a written consent setting forth the action taken or proposed to be taken is delivered to the corporation as provided in Section 10 of Article I. If no record date is fixed and prior action by the board of directors is required, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the board of directors adopts the resolution taking such prior action. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders 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 may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted, and which shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any other such purpose shall be at the close of business on the day on which the Board board of directors adopts the resolution relating to such purpose. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
Appears in 1 contract
Samples: License Agreement (Abpro Corp)
Record Date. The Board may fix in advance a date as a record date for (A) For the determination purpose of determining the stockholders Stockholders entitled to notice of any meeting of stockholdersStockholders or any adjournment thereof, unless otherwise required by the Certificate of Incorporation or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changeapplicable law, conversion or exchange of stockthe Board may fix a record date (the “Notice Record Date”), or for the purpose of any other lawful action. Such which record date shall not precede the date on which the resolution fixing the record date is adopted, was adopted by the Board and such record date shall not be more than sixty (60) nor 60 or less than ten (10) 10 days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date The Notice Record Date shall also be the record date for determining the stockholders Stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record dateNotice Record Date, that a later date on or before the date of the meeting shall be the date for making such determinationdetermination (the “Voting Record Date”). For purposes of determining the Stockholders entitled to express consent to corporate action in writing without a meeting, unless otherwise required by the Certificate of Incorporation or applicable law, the Board may fix a record date, which record date shall not precede the date on which the resolution fixing the record date was adopted by the Board and shall not be more than 60 days or less than 10 days after the date on which the record date was fixed by the Board. For purposes of determining the Stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, exercise any rights in respect of any change, conversion or exchange of stock or take any other lawful action, unless otherwise required by the Certificate of Incorporation or applicable law, the Board may fix a record date, which record date shall not precede the date on which the resolution fixing the record date was adopted by the Board and shall not be more than 60 days or less than 10 days prior to such action.
(B) If no such record date is fixed, the :
(i) The record date for determining stockholders Stockholders entitled to notice of or and to vote at a meeting of stockholders Stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no ;
(ii) The record date for determining Stockholders entitled to express consent to corporate action in writing without a meeting (unless otherwise provided in the Certificate of Incorporation), when no prior action by the Board is fixedrequired by applicable law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law; and when prior action by the Board is required by applicable law, the record date for determining stockholders for any other purpose Stockholders entitled to express consent to corporate action in writing without a meeting shall be at the close of business on the day date on which the Board adopts the resolution relating to takes such purpose. A prior action; and
(iii) When a determination of stockholders Stockholders of record entitled to notice of or to vote at a any meeting of stockholders Stockholders has been made as provided in this Section 2.4, such determination shall apply to any adjournment of the meeting; providedthereof, however, that unless the Board may fix fixes a new record date Voting Record Date for determination of stockholders entitled to vote at the adjourned meeting, and in such which case the Board shall also fix such Voting Record Date or a date earlier than such date as the record date new Notice Record Date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
Appears in 1 contract
Record Date. The Board may fix in advance a date as a record date for the determination of In order to determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights Directors may fix, in respect of any changeadvance, conversion or exchange of stocka record date, or for the purpose of any other lawful action. Such which record date shall not precede the date on which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such record date which shall not be more than sixty (60) 60 nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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, PROVIDED, however, that the Board of Directors may fix a new record date for determination of the adjourned meeting. In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and in such case which date shall also fix as not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting, when no prior action by the Board of such adjourned meeting Directors is required by law, shall be the same first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an earlier officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date as that has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determination of determining stockholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights of the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. [Section 213.]
Appears in 1 contract
Samples: By Laws (Lexmark International Inc)
Record Date. The Board may fix in advance a date as a record date for (a) For the determination purposes of determining the stockholders shareholders who are entitled to vote at or otherwise entitled to notice of any meeting of stockholdersmeeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changethe Directors may, conversion or exchange of stockwithout closing the transfer books, or for the purpose of any other lawful action. Such record fix a date shall not precede the date on which the resolution fixing the record date is adopted, and such record date shall not be more than sixty (60) nor less than ten (10) days before prior to the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes meeting of shareholders as a record date for determining the stockholders entitled determination of the Persons to notice be treated as shareholders of any meeting of stockholders, record for such purposes. The record date shall also be not precede the date upon which the resolution fixing the record date for determining is adopted by the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationDirectors. If no record date is fixedfixed by the Directors and the stock transfer books are not closed, the record date for determining stockholders shareholders entitled to notice of or to vote at a meeting of stockholders the shareholders shall be at the close of business on the day before immediately preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before immediately preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. A determination of stockholders of record shareholders entitled to notice of or to vote at a meeting of stockholders the shareholders of record shall apply to any adjournment of the meeting; provided, however, that the Board Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting.
(b) In order that the Fund may determine the shareholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and in which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Directors. If no record date has been fixed by the Directors and no prior action by the Directors is required by applicable binding law or the Charter to take such case shall also fix as action, the record date for stockholders determining shareholders entitled to notice consent to corporate action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Fund by delivery to its registered office in the state in which the Fund was formed, its resident agent, its principal place of such adjourned meeting the same business, or an earlier officer or agent of the Fund having custody of the book in which proceedings of meetings of the shareholders are recorded. Delivery made to the Fund’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date as that has been fixed by the Directors and prior action by the Directors is required by applicable binding law or the Charter, the record date for determination of stockholders determining shareholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the Directors adopts the resolution taking such prior action.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Blackrock Core Bond Trust)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the board of any dividend or other distribution or allotment of any rights in respect of any changedirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the board of directors, and such which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which . If no such record date relates. If is fixed by the Board so fixes a record date for determining the stockholders entitled to notice board of any meeting of stockholdersdirectors, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 may fix a new record date for determination of the adjourned meeting. In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and in which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such case shall also fix as record date has been fixed by the board of directors, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting, when no prior action by the board of such adjourned meeting directors is required by the same General Corporation Law of the State of Delaware, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an earlier officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date as that has been fixed by the board of directors and prior action by the board of directors is required by the General Corporation Law of the State of Delaware, the record date for determination of determining stockholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the board of directors adopts the resolution taking such prior action. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.
Appears in 1 contract
Samples: By Laws (Eargo, Inc.)
Record Date. The Board (a) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall shall, unless otherwise required by law, not be more than sixty (60) 60 nor less than ten (10) 10 days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
(b) In order that the Corporation may determine the stockholders 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 may fix a record date, which shall not be more than 60 days prior to such other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Samples: Securities Purchase Agreement (Surgery Partners, Inc.)
Record Date. The Board (i) In order that the Company may fix in advance a date as a record date for determine the determination of the stockholders Members entitled to notice of or to vote at any meeting of stockholdersthe Members or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changethe Board may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board, and such which record date shall not be more than sixty (60) nor less than ten two (102) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which or on such record earlier date relates. If as the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at person or persons calling such meeting unless may deem necessary or appropriate in the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationcircumstances. If no record date is fixedfixed by the Board, the record date for determining stockholders Members entitled to notice of or to vote at a meeting of stockholders the Members shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. A determination of stockholders Members of record entitled to notice of or to vote at a meeting of stockholders the Members shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting.
(ii) In order that the Company may determine the Members entitled to consent to limited liability company action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and in such case which record date shall also fix as not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for stockholders determining Members entitled to notice consent to limited liability company action in writing without a meeting, when no prior action by the Board is required by this Agreement, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its principal place of such adjourned meeting the same business, or an earlier Officer or agent of the Company having custody of the book in which proceedings of meetings of the Members are recorded. If no record date as that has been fixed by the Board and prior action by the Board is required by this Agreement, the record date for determination of stockholders determining Members entitled to vote consent to limited liability company action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the Board adopts the resolution taking such prior action.
Appears in 1 contract
Record Date. The Board (a) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall shall, unless otherwise required by law, not be more than sixty (60) 60 nor less than ten (10) 10 days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any postponement or adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the postponed or adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such postponed or adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the postponed or adjourned meeting.
(b) In order that the Corporation may determine the stockholders 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 may fix a record date, which shall not be more than 60 days prior to such other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Record Date. The Board (a) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changethe Board may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on which the resolution fixing the record date is adoptedadopted by the Board, and such record date shall not be more than sixty (60) 60 nor less than ten (10) 10 days before the date of such the meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 may fix a new record date for determination of the adjourned meeting.
(b) In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board to fix a record date. The Board shall promptly, but in all events within 10 days after the date on which such case shall also fix as a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board within 10 days after the date on which such a request is received, the record date for determining stockholders entitled to notice consent to corporation action in writing without a meeting, if no prior action by the Board is required by applicable law, the Certificate of Incorporation or these Bylaws, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner set forth in these Bylaws. If no record date has been fixed by the Board and prior action by the Board is required by applicable law, the Certificate of Incorporation, or these Bylaws, the record date shall be at the close of business on the date on which the Board adopts the resolution taking such adjourned meeting prior action.
(c) In order that the same or an earlier date as that fixed for determination of Corporation may determine the stockholders entitled to vote receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in accordance herewith respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board, and shall not be more than 60 days prior to the date of the action. If no record date is fixed by the Board, the record date shall be shall be at the adjourned meetingclose of business on the day on which the Board adopts a resolution relating thereto.
Appears in 1 contract
Samples: Merger Agreement (Zila Inc)
Record Date. The Board (a) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall not be more than sixty (60) 60 nor less than ten (10) 10 days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 determination of the adjourned meeting.
(b) In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and in such case which date shall also fix as not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting, when no prior action by the Board of such adjourned meeting Directors is required, shall be the same first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an earlier officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date as that has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determination of determining stockholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Appears in 1 contract
Record Date. The Board may fix in advance a date as a record date for (a) For the determination purposes of determining the stockholders Shareholders who are entitled to vote at, or otherwise entitled to notice of any meeting of stockholdersmeeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changethe Directors may, conversion or exchange of stockwithout closing the transfer books, or for the purpose of any other lawful action. Such record fix a date shall not precede the date on which the resolution fixing the record date is adopted, and such record date shall not be more than sixty (60) nor less than ten (10) days before prior to the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes meeting of Shareholders as a record date for determining the stockholders entitled determination of the Persons to notice be treated as Shareholders of any meeting of stockholders, record for such purposes. The record date shall also be not precede the date upon which the resolution fixing the record date for determining is adopted by the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationDirectors. If no record date is fixedfixed by the Directors and the stock transfer books are not closed, the record date for determining stockholders Shareholders entitled to notice of or to vote at a meeting of stockholders the Shareholders shall be at the close later of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at (i) the close of business on the day on which notice is mailed or (ii) the Board adopts thirtieth (30th) day before the resolution relating to such purposemeeting. A determination of stockholders Shareholders of record entitled to notice of or to vote at a meeting of stockholders the Shareholders shall apply to any adjournment of the meeting; provided, however, that the Board Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting.
(b) In order that the Fund may determine the Shareholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and in such case which record date shall also fix as not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Directors. If no record date has been fixed by the Directors, the record date for stockholders determining Shareholders entitled to notice consent to corporate action in writing without a meeting, when no prior action by the Directors is required by applicable law or the Charter, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Fund by delivery to its registered office in the state in which the Fund was formed, its principal place of such adjourned meeting the same business, or an earlier officer or agent of the Fund having custody of the book in which proceedings of meetings of the Shareholders are recorded. Delivery made to the Fund's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date as that has been fixed by the Directors and prior action by the Directors is required by applicable law or the Charter, the record date for determination of stockholders determining Shareholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the Directors adopts the resolution taking such prior action.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (BlackRock Global Opportunities Equity Trust)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders 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, stock or for the purpose of any other lawful action. Such , the Board of Directors may fix, in advance, a record date shall not precede for stockholders entitled to receive notice of the date on meeting of stockholders or any other action, which the resolution fixing the record date is adopted, and such record date shall not be more than sixty (60) 60 nor less fewer than ten (10) 10 days before the date of such meeting, nor more than sixty (60) days prior to any meeting or other action to which such record date relatesaction. If the Board of Directors so fixes a record date for determining the determination of stockholders entitled to receive notice of any a meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed, : (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, ; and (2) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purposethereto. 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 determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meetingvote.
Appears in 1 contract
Samples: Stock Purchase Agreement (Double Eagle Acquisition Corp.)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights Directors may fix, in respect of any changeadvance, conversion or exchange of stocka record date, or for the purpose of any other lawful action. Such which record date shall not precede the date on which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 determination of the adjourned meeting. In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and in such case which date shall also fix as not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting, when no prior action by the board of such adjourned meeting directors is required by law, shall be the same first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an earlier officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date as that has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determination of determining stockholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. [Section 213.]
Appears in 1 contract
Record Date. The Board (a) In order that the Corporation may fix in advance a date as a record date for determine the determination of the stockholders shareholders entitled to notice of any meeting of stockholdersshareholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall shall, unless otherwise required by law, not be more than sixty seventy (60) nor less than ten (1070) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders shareholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders shareholders entitled to notice of or to vote at a meeting of stockholders shareholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. A determination of stockholders shareholders of record entitled to notice of or to vote at a meeting of stockholders shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders shareholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders shareholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders shareholders entitled to vote in accordance herewith at the adjourned meeting.
(b) In order that the Corporation may determine the shareholders 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 shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than seventy (70) days prior to such action. If no such record date is fixed, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
(c) Unless otherwise restricted by the Articles of Incorporation, in order that the Corporation may determine the shareholders entitled to express consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than seventy (70) days before the meeting or action requiring a determination of shareholders. If no record date for determining shareholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, (i) when no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Apollo Education Group Inc)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 determination of the adjourned meeting. In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and in such case which date shall also fix as not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting, when no prior action by the board of such adjourned meeting directors is required by law, shall be the same first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an earlier officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date as that has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determination of determining stockholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stock- holders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. [Section 213.]
Appears in 1 contract
Record Date. (i) The Board may fix in advance a date as a record date for the determination of the stockholders entitled to shall give at least ten (10) days’ notice of any meeting of stockholdersthe Members of the Company. For the purpose of determining Members entitled to notice of or to vote at any meeting of Members, or any adjournment thereof, or entitled to receive payment of consent to any dividend matter, or other distribution or allotment of entitled to exercise any rights in respect of connection with any change, conversion or exchange of stockUnits, or for the purpose of any other lawful action. Such , the Board may fix a record date, which record date shall not precede the date on upon which the resolution fixing the such record date is adoptedadopted by the Board, and such which record date shall not be more than sixty (60) 60 nor less than ten (10) days before prior to the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board, the record date for determining stockholders Members entitled to notice of or to vote at a meeting of stockholders Members shall be at the close of business on the day before next preceding the day on which notice of such meeting is given, or, if notice is waivedwaived in accordance with this Agreement, at the close of business on the day before next preceding the day on which the meeting of Members is held. Persons who only hold Incentive Units shall not be entitled to notice of or to vote at any meeting of the Members of the Company, except as required by Law.
(ii) If action without a meeting is to be taken, the Board may fix a record date for determining Members entitled to consent in writing to such action, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten (10) days subsequent to the date upon which the resolution fixing the record date is adopted by the Board. If no record date is fixedhas been fixed by the Board, the record date for determining stockholders for any other purpose Members entitled to consent to action in writing without a meeting shall be at the close of business on the day first date on which a signed written consent setting forth the Board adopts action taken or proposed to be taken is delivered to the resolution relating Company by delivery to such purpose. its registered office, its principal place of business, or to an Officer of the Company having custody of the book in which proceedings of meetings of Members are recorded.
(iii) A determination of stockholders Members of record entitled to notice of or to vote at a meeting of stockholders Members shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Record Date. The Board (a) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changethe Board may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board, and such which record date shall shall, unless otherwise required by the DGCL, not be more than sixty (60) 60 nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board, the record date for determining stockholders entitled to notice of or and to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
(b) In order that the Corporation may determine the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
Appears in 1 contract
Samples: Merger Agreement (Breeze Holdings Acquisition Corp.)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersthe stockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or and to vote at a meeting of the stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix fix, as the record date for stockholders entitled to notice of such adjourned meeting meeting, the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meetingmeeting in accordance with the foregoing provisions of this Section 11.
Appears in 1 contract
Samples: Business Combination Agreement (Zanite Acquisition Corp.)
Record Date. The Board (a) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changethe Board may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board, and such which record date shall shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
(b) In order that the Corporation may determine the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
Appears in 1 contract
Samples: Business Combination Agreement (MDH Acquisition Corp.)
Record Date. The Board may fix in advance a date as a record date For the purpose of determining the shareholders for the determination of the stockholders any ----------- purpose other than for determining shareholders entitled to notice of any meeting and to vote at an annual or special shareholders meeting, the Board of stockholdersDirectors shall fix a record date, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date which shall be not precede more than seventy days before the date on which the resolution fixing written notice of the record date is adopted, and such record date shall not be more than sixty (60) nor less than ten (10) days before delivered to the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationshareholders. If no record date is fixedset by the Board of Directors, the record date shall be determined as follows: for determining stockholders shareholders entitled to demand a special meeting, the record date is the date the first such demand is delivered to the Corporation; and for determining shareholders entitled to a share dividend, the record date is the date the Board of Directors authorizes the dividend. For determining shareholders entitled to notice of or and to vote at a an annual or special shareholders meeting the record date is as of stockholders shall be at the close of business on the day before date that is seven days after notice of the day on which record date is first delivered or deemed delivered to the shareholders entitled to notice is giventhereof; provided, orhowever, if notice is waived, at the close of business on the day before the day on which the meeting is held. If that no record date is fixed, shall occur within the record date for determining stockholders for any other purpose shall be at the close last five calendar days of business on the day on which the Board adopts the resolution relating to such purposea calendar quarter. A When a determination of stockholders of record the shareholders entitled to notice of or to vote at a any meeting of stockholders has been made, that determination shall apply to any adjournment of the meeting; provided, however, that unless the Board may of Directors fixes a new record date. The Board of Directors shall fix a new record date if the meeting is adjourned to a date more than 120 days after the date fixed for determination the original meeting. Notwithstanding anything contained herein to the contrary, irrespective of stockholders entitled to vote at whether prior action is required by the adjourned meetingBoard of Directors, and in such case shall also fix as the record date for stockholders determining shareholders entitled to notice take action without a meeting is the date a signed written consent is delivered to the Corporation by the holders of such adjourned meeting at least 95% of the same or an earlier date as that fixed for determination outstanding stock of stockholders each voting group entitled to vote in accordance herewith at the adjourned meetingthereon.
Appears in 1 contract
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders or any adjournment thereof, or to express consent to corporate action 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 change, conversion or exchange of stock, stock or for the purpose of any other lawful action. Such , the Board of Directors may fix a record date, which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors and which record date: (i) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, and such record date shall shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; (ii) in the case of determination of stockholders entitled to express consent to corporate action without a meeting, nor shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (iii) in the case of any other action, shall not be more than sixty (60) days prior to any such other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationaction. If no record date is fixed, : (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no ; (b) the record date for determining stockholders entitled to express consent to corporate action without a meeting when no prior action of the Board of Directors is fixedrequired by law, shall be the first day on which a consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (c) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purposethereto. 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 determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
Appears in 1 contract
Samples: Merger Agreement (Polymer Group Inc)
Record Date. The Board may fix in advance a date as a record date for (a) For the determination purpose of the 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 conversion, or exchange of stock, stock or for the purpose of any other lawful action. Such , the board of directors may fix a record date, which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the board of directors, and for any such record determination of stockholders, such date shall in any case to be not be more than sixty (60) nor 60 days and not less than ten (10) days before the date of prior to such meeting, meeting nor more than sixty (60) 60 days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationaction. If no record date is fixed, the :
(i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the .
(ii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board board of directors adopts the resolution relating to such purpose. thereto.
(iii) 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 may fix a new record date for determination of the adjourned meeting.
(b) In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and in such case which date shall also fix as not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting, when no prior action by the board of such adjourned meeting directors is required by law or these bylaws, shall be the same first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an earlier officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office in the State of Delaware, principal place of business, or such officer or agent shall be by hand or by certified or registered mail, return receipt requested. If no record date as that has been fixed by the board of directors and prior action by the board of directors is required by law or these bylaws, the record date for determination of determining stockholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the board of directors adopts the resolution taking such prior action.
Appears in 1 contract
Record Date. The Board may fix in advance a date as a record date for (a) For the determination purpose of the 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 conversion, or exchange of stock, stock or for the purpose of any other lawful action. Such , the board of directors may fix a record date, which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the board of directors, and for any such record determination of stockholders, such date shall in any case to be not be more than sixty (60) nor 60 days and not less than ten (10) days before the date of prior to such meeting, meeting nor more than sixty (60) 60 days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationaction. If no record date is fixed, the :
(i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the .
(ii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board board of directors adopts the resolution relating to such purpose. thereto.
(iii) 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 may fix a new record date for determination of the adjourned meeting.
(b) In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and in such case which date shall also fix as not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting, when no prior action by the board of such adjourned meeting directors is required by law or these by-laws, shall be the same first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an earlier officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office in the State of Delaware, principal place of business, or such officer or agent shall be by hand or by certified or registered mail, return receipt requested. If no record date as that has been fixed by the board of directors and prior action by the board of directors is required by law or these by-laws, the record date for determination of determining stockholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the board of directors adopts the resolution taking such prior action.
Appears in 1 contract
Samples: Merger Agreement (Ezcorp Inc)
Record Date. The Board
(a) In order that the Company may fix in advance a date as a record date for determine the determination of the stockholders Unitholders entitled to notice of or to vote at any meeting of stockholdersUnitholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a Record Date, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date which Record Date shall not precede the date on upon which the resolution fixing the record date Record Date is adoptedadopted by the Board of Directors, and such record date which Record Date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date Record Date for determining the stockholders Unitholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record dateRecord Date, that a later date on or before the date of the meeting shall be the date for making such determination. .
(b) If no record date Record Date is fixedfixed by the Board of Directors, the record date Record Date for determining stockholders Unitholders entitled to notice of or to vote at a any meeting of stockholders Unitholders or any adjournment thereof shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held.
(c) In order that the Company may determine the Unitholders entitled to receive payment of any distribution or allotment of any rights or the Unitholders entitled to exercise any rights in respect of any change, conversion or exchange of Units, or for the purpose of any other lawful action, the Board of Directors may fix a Record Date, which Record Date shall not precede the date upon which the resolution fixing the Record Date is adopted, and which Record Date shall be not more than sixty (60) days prior to such action. If no record date Record Date is fixed, the record date Record Date for determining stockholders Unitholders for any other such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meetingthereto.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders 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 change, conversion or exchange of stock, stock or for the purpose of any other lawful action. Such , the Board may fix a record date, which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board and which record date: (1) in the case of determination of stockholders entitled to notice of any meeting of stockholders or adjournment thereof, and such record date shall shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board; and (3) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed, fixed by the Board: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no ; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action of the Board is fixedrequired by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board is required by law, shall be at the close of business on the day on which the Board adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purposethereto. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
Appears in 1 contract
Samples: Investment and Transaction Agreement (Id Systems Inc)
Record Date. The Board (a) In order that the corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the board of any dividend or other distribution or allotment of any rights in respect of any changedirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the board of directors, and such which record date shall shall, unless otherwise required by applicable law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board board of directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationmeeting. If no record date is fixedfixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
(b) In order that the corporation may determine the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.
Appears in 1 contract
Record Date. The Board may fix in advance a date as a record date for (a) For the determination purpose of the stockholders determining Shareholders entitled to notice of or to vote at any meeting of stockholdersShareholders, or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or any allotment of any rights, or entitled to exercise any rights in respect of any change, conversion conversion, or exchange of stock, Shares or for the purpose of any other lawful action. Such record date , the Board of Directors may fix a Record Date, which Record Date shall not precede the date on upon which the resolution fixing the record Record Date is adopted by the Board of Directors, for any such determination of Shareholders, such date is adopted, and such record date shall in any case to be not be more than sixty (60) nor days and not less than ten (10) days before the date of prior to such meeting, meeting nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationaction. If no record date Record Date is fixed, the record date :
(i) The Record Date for determining stockholders Shareholders entitled to notice of or to vote at a meeting of stockholders Shareholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date .
(ii) The Record Date for determining stockholders Shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose. thereto.
(iii) A determination of stockholders of record Shareholders entitled to notice of or to vote at a meeting of stockholders Shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date Record Date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
(b) In order that the Company may determine the Shareholders entitled to consent to action in writing without a meeting, the Board of Directors may fix a Record Date, which Record Date shall not precede the date upon which the resolution fixing the Record Date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the Record Date is adopted by the Board of Directors. If no Record Date has been fixed by the Board of Directors, the Record Date for determining Shareholders entitled to consent to action in writing without a meeting, when no prior action by the Board of Directors is required by this Agreement, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its registered office in the State of Delaware, its principal place of business, or an Officer or agent of the Company having custody of the book in which proceedings of meetings of Shareholders are recorded. Delivery made to the Company’s registered office in the State of Delaware, principal place of business, or such Officer or agent shall be by hand or by certified or registered mail, return receipt requested. If no Record Date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this Agreement, the Record Date for determining Shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Appears in 1 contract
Samples: Limited Liability Company Agreement (LIN Media LLC)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may, conversion or exchange of stockexcept as otherwise required by law, or for the purpose of any other lawful action. Such fix a record date, which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall not be less than 10 days nor more than sixty (60) nor less than ten (10) 60 days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or and to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith with the foregoing provisions of this Section 3 of Article VI at the adjourned meeting. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Samples: Master Reorganization Agreement (Linn Energy, Inc.)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may, conversion or exchange of stockexcept as otherwise required by law, or for the purpose of any other lawful action. Such fix a record date, which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall not be more than sixty (60) 60 nor less than ten (10) 10 days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or and to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith with the foregoing provisions of this Section 3 of Article V at the adjourned meeting. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Record Date. The Board (a) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders or any adjournment thereof, or entitled 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 change, conversion or exchange of stock, or for the purpose of any other lawful action. Such , the Board of Directors may fix, in advance, a record date (which shall not precede the date on upon which the resolution fixing the record date is adopted), and such record date which shall not be more than sixty (60) 60 days nor less than ten (10) 10 days before the date of such meeting, nor more than sixty (60) 60 days prior to any other action to which such action. A determination of stockholders of record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any or to vote at a meeting of stockholdersstockholders shall apply to any adjournment of the meeting; provided, such date shall also be however, that the Board of Directors may fix a new record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. adjourned meeting.
(b) If no record date is fixed, (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. If no , (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is fixedrequired by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
Appears in 1 contract
Samples: Merger Agreement (Yahoo Inc)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders 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 change, conversion or exchange of stock, stock or for the purpose of any other lawful action. Such , the Board may fix a record date, which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board and which record date: (i) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, and such record date shall shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; (ii) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, nor shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board; and (iii) in the case of any other action, shall not be more than sixty (60) days prior to any such other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationaction. If no record date is fixed, : (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no ; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board is fixedrequired by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board is required by law, shall be at the close of business on the day on which the Board adopts the resolution taking such prior action; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purposethereto. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
Appears in 1 contract
Samples: Merger Agreement (Dole Food Co Inc)
Record Date. The Board may fix in advance a date as a record date for the determination of In order to determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights Directors may fix, in respect of any changeadvance, conversion or exchange of stocka record date, or for the purpose of any other lawful action. Such which record date shall not precede the date on which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 determination of the adjourned meeting. In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and in such case which date shall also fix as not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting, when no prior action by the board of such adjourned meeting directors is required by law, shall be the same first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an earlier officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date as that has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determination of determining stockholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights of the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Record Date. The Board may fix in advance a date as a record date for the determination of In order to determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights Directors may fix, in respect of any changeadvance, conversion or exchange of stocka record date, or for the purpose of any other lawful action. Such which record date shall not precede the date on which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 determination of the adjourned meeting. 10 122 KIRI INC. In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights of the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such case shall also fix as action. If no record date is fixed, the record date for determining stockholders entitled to notice of for any such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith purpose shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may, conversion or exchange of stockexcept as otherwise required by law, or for the purpose of any other lawful action. Such fix a record date, which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall not be more than sixty (60) 60 nor less than ten (10) 10 days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or and to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith with the foregoing provisions of this Section 3 at the adjourned meeting. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Engility Holdings, Inc.)
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date which shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such record date which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such . A determination of stockholders of record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any or to vote at a meeting of stockholdersstockholders shall apply to any adjournment of the meeting; provided, such date shall also be however, that the Board of Directors may fix a new record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationadjourned meeting. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date is fixed, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation as provided in Section 10 of Article I. If no record date is fixed and prior action by the Board of Directors is required, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders 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 may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted, and which shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any other such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
Appears in 1 contract
Record Date. The Board (a) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersthe stockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of the adjourned meeting.
(b) In order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and in such case which record date shall also fix as not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting, when no prior action by the Board of such adjourned meeting Directors is required by applicable law, shall be the same first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an earlier officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date as that has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determination of determining stockholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Appears in 1 contract
Samples: Merger Agreement (Bioclinica Inc)
Record Date. The Board of Directors may fix in advance a date as a record date for the determination of the stockholders entitled to notice of or to vote at any meeting of stockholdersstockholders or to express consent (or dissent) to corporate action without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date shall not precede the date on which the resolution fixing the record date is adopted, and such record date shall not be more than sixty (60) 60 nor less than ten (10) 10 days before the date of such meeting (with respect to the record date for determining stockholders entitled to notice of such meeting), nor more than 10 days after the date of adoption of a record date for a consent without a meeting, nor more than sixty (60) 60 days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders entitled to express consent to corporate action without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first consent is properly delivered to the corporation. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose. 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 determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
Appears in 1 contract
Samples: Merger Agreement (Palomar Medical Technologies Inc)
Record Date. The Board may fix Except as otherwise expressly provided in advance a date as a record date for the determination immediately preceding sentence, in the case of any Income PRIDES with respect to which Cash Settlement or Early Settlement of the stockholders entitled to notice of any meeting of stockholdersunderlying Purchase Contract is effected on the Business Day immediately preceding the Purchase Contract Settlement Date or an Early Settlement Date, as the case may be, or entitled with respect to receive payment which a Collateral Substitution has been effected, distributions on the related Debentures or on the appropriate Applicable Ownership Interest of any dividend the Treasury Portfolio, as the case may be, that would otherwise be payable after the Purchase Contract Settlement Date or other distribution or allotment of any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date shall not precede the date on which the resolution fixing the record date is adopted, and such record date Early Settlement Date shall not be more than sixty (60) nor less than ten (10) days before payable hereunder to the date Holder of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 meetingIncome PRIDES; provided, however, that to the Board may fix extent that such Holder continues to hold the separated Debentures that formerly comprised a new record date for determination part of stockholders such Holder's Income PRIDES, such Holder shall be entitled to vote at receive the adjourned meetingdistributions on such separated Debentures. The applicable Coupon Rate on the Debentures on and after the Purchase Contract Settlement Date will be reset on the third Business Day immediately preceding the Purchase Contract Settlement Date to the Reset Rate (such Reset Rate to be in effect on and after the Purchase Contract Settlement Date). On the Reset Announcement Date the Reset Spread and the Two-Year Benchmark Treasury to be used to determine the Reset Rate will be announced by the Company. On the Business Day immediately following the Reset Announcement Date, and in such case shall also fix as the record date for stockholders entitled to notice Debentures Holders will be notified of such adjourned meeting Reset Spread and Two-Year Benchmark Treasury by the same Company. Such notice shall be sufficiently given to Holders of Debentures if published in an Authorized Newspaper in The City of New York. Not later than 7 calendar days nor more than 15 calendar days prior to the Reset Announcement Date, the Company will notify the DTC or an earlier date as that fixed for determination its nominee (or any successor Clearing Agency or its nominee) by first-class mail, postage prepaid, to notify the Beneficial Owners or Clearing Agency Participants holding Income PRIDES or Growth PRIDES, of stockholders entitled such Reset Announcement Date and the procedures to vote in accordance herewith at be followed by such Holders of Income PRIDES who intend to settle their obligation under the adjourned meetingPurchase Contract with separate cash on the Purchase Contract Settlement Date.
Appears in 1 contract
Record Date. The Board (a) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment or recess thereof, or entitled to receive payment the board of any dividend or other distribution or allotment of any rights in respect of any changedirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the board of directors, and such which record date shall shall, unless otherwise required by applicable law, not be more than sixty (60) 60 nor less than ten (10) 10 days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board board of directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board board of directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business (as defined below) on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment or recess of the meeting; provided, however, that the Board board of directors may fix a new record date for determination of stockholders entitled to vote at the adjourned or recessed meeting, and in such case case, shall also fix as the record date for stockholders entitled to notice of such adjourned or recessed meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned or recessed meeting.
(b) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the board of directors, (i) when no prior action of the board of directors is required by applicable law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the board of directors is required by applicable law, the record date for such purpose shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.
Appears in 1 contract
Samples: By Laws (HF Foods Group Inc.)
Record Date. The Board (a) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersthe stockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; meeting; provided, however, that the Board of Directors may fix a new record date for determination of the adjourned meeting.
(b) In order that the Corporation may determine the stockholders entitled to vote at consent to corporate action in writing without a meeting or request that the adjourned meetingBoard of Directors call a Special Meeting of Stockholders pursuant to Section 3 of Article II, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent or request that the Board of Directors call a Special Meeting pursuant to Section 3 of Article II shall, by written notice to the Secretary of the Corporation, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such case shall also fix as a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten (10) days of the date on which such a request is received, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting or request that the Board of such adjourned meeting Directors call a Special Meeting pursuant to Section 3 of Article II, shall be the same first date on which a signed written consent setting forth the action taken or proposed to be taken or on which a signed request by a stockholder to call a Special Meeting pursuant to Section 3 of Article II (as applicable) is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an earlier date as that fixed for determination officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders entitled are recorded, to vote in accordance herewith at the adjourned meetingattention of the Secretary of the Corporation. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.
Appears in 1 contract
Record Date. The Board In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of any meeting of stockholdersstockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any changethe Board may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board, and such which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholdersdate, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board, the record date for determining stockholders entitled to notice of or and to vote at a meeting of stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. 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 may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith with the foregoing provisions of this Section 3 at the adjourned meeting. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders 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 may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting in accordance with Section 228 of the DGCL, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall be not more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate action without a meeting, when no prior action by the Board is required by the DGCL, shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with Section 228(d) of the DGCL. If no record date has been fixed by the Board and prior action by the Board is required by the DGCL, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.
Appears in 1 contract
Record Date. The Board (a) In order that the Corporation may fix in advance a date as a record date for the determination of determine the stockholders entitled to notice of or to vote at any meeting of stockholdersthe stockholders or any adjournment thereof, or entitled to receive payment the Board of any dividend or other distribution or allotment of any rights in respect of any changeDirectors may fix a record date, conversion or exchange of stock, or for the purpose of any other lawful action. Such which record date shall not precede the date on upon which the resolution fixing the record date is adoptedadopted by the Board of Directors, and such which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixedfixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day before next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day before next preceding the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination the adjourned meeting.
(b) Only to the extent that action by written consent of the stockholders is not prohibited by the Certificate of Incorporation or these Bylaws, in order that the Corporation may determine the stockholders entitled to vote at the adjourned consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and in such case which record date shall also fix as not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to notice consent to corporate action in writing without a meeting, when no prior action by the Board of such adjourned meeting Directors is required by applicable law, shall be the same first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an earlier officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date as that has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determination of determining stockholders entitled to vote consent to corporate action in accordance herewith writing without a meeting shall be at the adjourned meetingclose of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Skilled Healthcare Group, Inc.)
