Common use of Stockholder Action Clause in Contracts

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)

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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: Shared Services Agreement (Shermen WSC Acquisition Corp), Transaction Agreement (Shermen WSC Acquisition Corp)

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