Common use of Special Meeting Clause in Contracts

Special Meeting. Special meetings of stockholders may be called at any time by only the Chairman of the Board of Directors, the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or by the Board of Directors of the Corporation pursuant to a resolution adopted by the affirmative vote of a majority of the total number of directors then in office. Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

Appears in 5 contracts

Samples: Merger Agreement (Mykrolis Corp), Merger Agreement (Mykrolis Corp), Merger Agreement (Mykrolis Corp)

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Special Meeting. Special meetings A special meeting of the stockholders may be called at any time by only the Chairman Board, chairperson of the Board, chief executive officer or president (in the absence of a chief executive officer), but such special meetings may not be called by any other person or persons. No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors, the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or by the Board of Directors of the Corporation pursuant to a resolution adopted by the affirmative vote of a majority of the total number of directors then in office. Any business transacted at any special meeting of stockholders shall may be limited to matters relating to the purpose or purposes stated in the notice of meetingheld.

Appears in 4 contracts

Samples: Loan and Security Agreement (Cytokinetics Inc), Loan and Security Agreement (Relypsa Inc), Loan and Security Agreement (Relypsa Inc)

Special Meeting. Special meetings [Unless otherwise prescribed by law or by the Certificate of stockholders Incorporation, a special meeting of the stockholders, for any purpose or purposes, may be called at any time only by only the Chairman of the Board of Directors, the Chief Executive Officer (or, if there is no Chief Executive Officer, or in his absence by the President) or , by the Board of Directors of the Corporation pursuant to a resolution adopted Directors, or by the affirmative vote Secretary, at the request in writing of a majority of the total number members of directors then in office. Any business transacted at any special meeting the Board of stockholders shall Directors and may not be limited to matters relating to the purpose or purposes stated in the notice of meeting.----------

Appears in 2 contracts

Samples: Merger Agreement (Centex Corp), Merger Agreement (Centex Construction Products Inc)

Special Meeting. Special meetings of the stockholders may be called at any time by only the Chairman President, the Chief Executive Officer, any two or more members of the Board of Directors, Directors or holders of 10% or more of the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or by the Board of Directors outstanding capital stock of the Corporation pursuant entitled generally to a resolution adopted by vote for the affirmative vote election of a majority of Directors to be held at such date, time and place within the total number of directors then in office. Any business transacted at any special meeting of stockholders United States as shall be limited to matters relating to the purpose or purposes stated designated in the notice of meetingthereof.

Appears in 2 contracts

Samples: Merger Agreement (Ashland Coal Inc), Merger Agreement (Ashland Inc)

Special Meeting. Special meetings Unless otherwise prescribed by law or by the Certificate of stockholders Incorporation, a special meeting of the stockholders, for any purpose or purposes, may be called at any time only by only the Chairman of the Board of Directors, the Chief Executive Officer (or, if there is no Chief Executive Officer, or in his absence by the President) or , by the Board of Directors of the Corporation pursuant to a resolution adopted Directors, or by the affirmative vote Secretary, at the request in writing of a majority of the total number members of directors then in officethe Board of Directors and may not be called by the stockholders of the Corporation. Any business transacted at any special meeting of stockholders such request shall be limited to matters relating to state the purpose or purposes stated in of the notice of meeting.----------

Appears in 2 contracts

Samples: Merger Agreement (Centex Construction Products Inc), Merger Agreement (Centex Corp)

Special Meeting. Special meetings of stockholders the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or the Certificate of Incorporation, may only be called at any time by only the President, the Chairman of the Board of DirectorsBoard, the Chief Executive Officer (or, if there is no Chief Executive Officer, or one or more stockholders holding in the President) or by the Board of Directors of the Corporation pursuant to a resolution adopted by the affirmative vote of aggregate not less than a majority of the total number of directors then in office. Any business transacted outstanding shares entitled to vote at any such special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Resources Offshore Inc), Agreement and Plan of Merger (Blue Dolphin Energy Co)

Special Meeting. Special meetings A special meeting of the stockholders for any purpose or purposes may be called at any time only by only the Chairman of President, the Board of Directors, the Chairman of the Board, the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or any other person designated by the Board of Directors. The Board of Directors may postpone, cancel or reschedule any previously scheduled special meeting of the Corporation pursuant to a resolution adopted by the affirmative vote of a majority of the total number of directors then in officestockholders. Any business Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

Appears in 2 contracts

Samples: Business Combination Agreement (Atlas Holdings, Inc.), Business Combination Agreement (Impax Laboratories Inc)

Special Meeting. Special Except as otherwise required by law, special meetings of the stockholders may be called at any time only by only the Chairman of the Board of Directors, the Chief Executive Officer (or, if there is no Chief Executive OfficerBoard, the President) , or by the Board of Directors of the Corporation pursuant to a resolution adopted approved by the affirmative vote of a majority of the total number entire Board of directors then in office. Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meetingDirectors.

Appears in 1 contract

Samples: Restated Employment Agreement (Cendant Corp)

Special Meeting. Special meetings A special meeting of the stockholders may be called at any time by only the Chairman Board, chairperson of the Board, chief executive officer or president (in the absence of a chief executive officer), but such special meetings may not be called by any other person or persons. No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the Board of Directors, the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or by the Board of Directors of the Corporation pursuant to a resolution adopted by the affirmative vote of a majority of the total number of directors then in office. Any business transacted at any special meeting of stockholders shall may be limited to matters relating to the purpose or purposes stated in the notice of meetingheld.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Biomira Inc)

Special Meeting. Special meetings of stockholders may be called at any time by only the Chairman of the Board of Directors, the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or by the Board of Directors of the Corporation pursuant to a resolution adopted or by the affirmative vote President, and shall be called by the President or Secretary at the written request of stockholders owning a majority of the total number shares of directors the Corporation then in office. Any business transacted at any special meeting of stockholders shall be limited outstanding and entitled to matters relating to the purpose or purposes stated in the notice of meetingvote.

Appears in 1 contract

Samples: Merger Agreement (M2 nGage Group, Inc.)

Special Meeting. Special meetings A special meeting of the stockholders may be called at any time by only the Chairman board of the Board of Directorsdirectors, the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or by the Board of Directors chairman of the Corporation pursuant to a resolution adopted board, or by the affirmative vote of a majority of the total number of directors then in office. Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meetingpresident.

Appears in 1 contract

Samples: Recapitalization Agreement (Mapquest Com Inc)

Special Meeting. Special meetings of stockholders the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or the Certificate of Incorporation, may only be called at any time by only the Chairman of the Board of DirectorsBoard, the Chief Executive Officer (orVice Chairman of the Board, if there is no the Chief Executive Officer, the President) President or by the Board of Directors of the Corporation pursuant to a resolution adopted by the affirmative vote written order of a majority of the total number entire Board of directors then in office. Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meetingDirectors.

Appears in 1 contract

Samples: Merger Agreement (Robbins & Myers Inc)

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Special Meeting. Special meetings of stockholders may be called at any time by only the Chairman of the Board of Directors, the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or by the Board of Directors of the Corporation pursuant to a resolution adopted by the affirmative vote of a majority of the total number of directors then in officeDirectors. Any business Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

Appears in 1 contract

Samples: Annual Report

Special Meeting. Special Unless otherwise required by law or the Certificate, special meetings of the stockholders may be called at any time time, for any purpose or purposes, only by only (a) the Chairman Board, (b) the Chairperson of the Board of DirectorsBoard, or (c) the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or by the Board of Directors of the Corporation pursuant to a resolution adopted by the affirmative vote of a majority of the total number of directors then in officechief executive officer. Any No business may be transacted at any such special meeting of stockholders shall be limited to matters relating to other than the purpose or purposes stated business specified in the notice to stockholders of such meeting.

Appears in 1 contract

Samples: Securities Purchase Agreement (Boulder Specialty Brands, Inc.)

Special Meeting. Special meetings A special meeting of the stockholders may be called at any time by only the Chairman Board, chairperson of the Board of Directors(if one has been appointed), chief executive officer or president (in the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or by the Board of Directors of the Corporation pursuant to a resolution adopted by the affirmative vote absence of a majority of the total number of directors then in officechief executive officer), but such special meetings may not be called by any other person or persons. Any No business may be transacted at any such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders shall called by action of the Board may be limited to matters relating to the purpose or purposes stated in the notice of meetingheld.

Appears in 1 contract

Samples: Merger Agreement (Park Place Energy Corp.)

Special Meeting. Special meetings of stockholders may be called at any time by only the board of directors, the Chairman of the Board of Directors, or the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or by the Board of Directors President of the Corporation pursuant to a resolution adopted by the affirmative vote of a majority of the total number of directors then in office. Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meetingcorporation.

Appears in 1 contract

Samples: Merger Agreement (International Microcomputer Software Inc /Ca/)

Special Meeting. Special meetings of the stockholders may be called at any time by only the Chairman of the Board of Directors, the Chief Executive Officer (orPresident, if there is no Chief Executive Officer, the President) or by the Board of Directors or the holders of not less than ten percent of all shares entitled to vote at the Corporation pursuant to a resolution adopted by the affirmative vote of a majority of the total number of directors then in office. Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

Appears in 1 contract

Samples: Merger Agreement (Wyndham Hotel Corp)

Special Meeting. Special meetings of the stockholders may be called at any time by only the Chairman Board or the President of the Board of Directors, the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) Company or by the Board holders of Directors not less than one-half of all the Corporation pursuant outstanding shares entitled to a resolution adopted by the affirmative vote of a majority of the total number of directors then in officeat such meeting. Any No business will be transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes unless such business is stated in the notice of the meeting as one of the purposes of that special meeting.

Appears in 1 contract

Samples: Loan Agreement (Virbac Corp)

Special Meeting. Special meetings of stockholders may be called at any time by only the Chairman of the Board of Directors, the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) , or by the Board of Directors of the Corporation pursuant to a resolution adopted by the affirmative vote of a majority of the total number Board of directors then in officeDirectors. Further, a special meeting of the stockholders shall be held if the holders of not less than twenty-five (25) percent of all the votes entitled to be cast on the issue proposed to be considered at such special meeting have dated, signed and delivered to the Secretary one or more written demands for such meeting describing the purpose or purposes for which it is to be held. Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

Appears in 1 contract

Samples: Merger Agreement (Lumera Corp)

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