Common use of Stockholder Action by Written Consent Without a Meeting Clause in Contracts

Stockholder Action by Written Consent Without a Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered in accordance with applicable law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (William Lyon Homes), Agreement and Plan of Merger (Taylor Morrison Home Corp)

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Stockholder Action by Written Consent Without a Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be delivered given to those stockholders who have not consented in accordance with applicable lawwriting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (LogMeIn, Inc.)

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Stockholder Action by Written Consent Without a Meeting. Unless otherwise provided in the Certificate certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice notice, and without a vote, vote if a consent in writing, setting forth the action so taken, shall be is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered in accordance with applicable lawvoted.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Chemdex Corp)

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