Stockholder Action. Subject to the rights of any holders of the Preferred Stock, (i) only the chairman of the Board or a majority of the Board shall be permitted to call a special meeting of stockholders; (ii) the business permitted to be conducted at a special meeting of stockholders shall be limited to matters properly brought before the meeting by or at the direction of the Board; and (iii) stockholder action may be taken only at a duly called and convened annual meeting or special meeting of stockholders and may not be taken by written consent.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Colfax CORP), Securities Purchase Agreement (Colfax CORP), Securities Purchase Agreement (Colfax CORP)
Stockholder Action. Subject to the rights of any the holders of the any series of Preferred Stock, (i) only the chairman of the Board any action required or a majority of the Board shall be permitted to call a special meeting of stockholders; (ii) the business permitted to be conducted at a special meeting taken by stockholders pursuant to this Certificate of stockholders shall be limited to matters properly brought before the meeting by Incorporation or at the direction of the Board; and (iii) stockholder action under applicable law may be taken effected only at a duly called and convened annual meeting or special meeting of stockholders and with a vote thereat, and may not be taken effected by written consentconsent in writing.
Appears in 2 contracts
Samples: Transaction Agreement (Shermen WSC Acquisition Corp), Transaction Agreement (Shermen WSC Acquisition Corp)