Common use of Stockholder Action Without a Meeting Clause in Contracts

Stockholder Action Without a Meeting. Except as otherwise provided in the certificate of incorporation, whenever the stockholders are required or permitted to take any action at any annual or special meeting, such action may be taken without a meeting, without prior notice and without a vote, if a consent in writing or by electronic transmission (including email), setting forth the action so taken, shall be signed or transmitted, respectively, 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.

Appears in 1 contract

Samples: Merger Agreement (Sothebys)

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Stockholder Action Without a Meeting. Except as otherwise provided in the certificate of incorporation, whenever the stockholders are Any action required or permitted to take any action at any annual or special meetingbe taken by the stockholders of the Corporation, such action may be taken without a meeting, without prior notice and without a vote, if a written consent in writing or by electronic transmission (including email)consents, setting forth the action so taken, shall be are signed or transmitted, respectively, by the holders of issued and outstanding shares of stock of the Corporation entitled to vote on such action 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 of stock of the Corporation entitled to vote thereon on such action were present and voted.

Appears in 1 contract

Samples: Plan Support Agreement

Stockholder Action Without a Meeting. Except as may otherwise be provided in by any applicable provision of the certificate of incorporationNevada Revised Statutes, whenever the stockholders are any action required or permitted to take any action be taken at any annual or special meeting, such action a meeting of the stockholders may be taken without a meetingmeeting if, without prior notice and without before or after the action, a vote, written consent thereto is signed by stockholders holding at least a majority of the voting power; provided that if a consent in writing or by electronic transmission (including email), setting forth the action so taken, shall be signed or transmitted, respectively, by the holders different proportion of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take voting power is required for such an action at a meeting, then that proportion of written consents is required. In no instance where action is authorized by written consent need a meeting at which all shares entitled to vote thereon were present and votedof stockholders be called or noticed.

Appears in 1 contract

Samples: Share Exchange Agreement (MD Holdings Corp)

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Stockholder Action Without a Meeting. Except as otherwise provided in the certificate of incorporation, whenever the stockholders are Any action required or permitted to take be taken by holders of any action class or series of stock, including Common Stock, at any annual or special meeting, such action meeting of the stockholders may be taken without a meetingmeeting by consent, without prior notice and without a vote, if a consent in writing or by electronic transmission (including email)transmission, setting forth the action so taken, shall be signed or transmitted, respectively, by the holders of outstanding stock having stockholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take such the action at a stockholders meeting at which all shares stockholders entitled to vote thereon were present and votedvote.

Appears in 1 contract

Samples: Merger Agreement (Varagon Capital Corp.)

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