Common use of Voting by Stockholders Clause in Contracts

Voting by Stockholders. (a) Except as otherwise expressly required by the Certificate or applicable law, at every meeting of the stockholders each stockholder of record shall be entitled to the number of votes specified in the Certificate (or, with respect to any class or series of Preferred Stock, in the applicable certificate of designations providing for the creation of such class or series), in person or by proxy, for each share of stock standing in his or her name on the books of the Corporation on the date fixed pursuant to the provisions of Section 2.11 of these By-Laws as the record date for the determination of the stockholders who shall be entitled to receive notice of and to vote at such meeting. (b) When a quorum is present at any meeting of the stockholders, all questions shall be decided by the vote of a majority of the total number of votes of the Corporation's capital stock represented and entitled to vote at such meeting, unless the question is one upon which by express provision of law, the rules or regulations of any stock exchange or governmental or regulatory body applicable to the Corporation, the Certificate or these By-Laws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Such votes may be cast in person or by proxy as provided in Section 209. (c) Except as otherwise expressly required by applicable law, the vote at any meeting of stockholders on any question need not be by ballot, unless so directed by the presiding officer of the meeting.

Appears in 2 contracts

Samples: Merger Agreement (Cinergy Corp), Merger Agreement (Duke Energy Corp)

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Voting by Stockholders. (a) Except as otherwise expressly required by the Certificate or by applicable law, at every meeting of the stockholders each stockholder of record shall be entitled to the number of votes specified in the Certificate (or, with respect to any class or series of Preferred Stock, in the applicable certificate of designations providing for the creation of such class or series), in person or by proxy, for each share of stock standing in his or her name on the books of the Corporation on the date fixed pursuant to the provisions of Section 2.11 1.12 of these By-Laws laws as the record date for the determination of the stockholders who shall be entitled to receive notice of and to vote at such meeting. (b) When a quorum is present at any meeting of the stockholders, all questions shall be decided by the vote of a majority in voting power of the total number of votes of the Corporation's capital stock represented stockholders present in person or by proxy and entitled to vote at such meeting, unless the question is one upon which by express provision of law, the rules or regulations of any stock exchange or governmental or regulatory body applicable to the Corporation, the Certificate or these By-Lawslaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Such votes may be cast in person or by proxy as provided in Section 209. (c) Except as otherwise expressly required by applicable law, the vote at any meeting of stockholders on any question need not be by ballot, unless so directed by the presiding officer of the meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Consolidated Edison Inc)

Voting by Stockholders. (a) Except as otherwise expressly required by the Certificate or applicable law, at every meeting of the stockholders each stockholder of record shall be entitled to the number of votes specified in the Certificate (or, with respect to any class or series of Preferred Stock, in the applicable certificate of designations providing for the creation of such class or series), in person or by proxy, for each share of stock standing in his or her name on the books of the Corporation on the date fixed pursuant to the provisions of Section 2.11 1.12 of these By-Laws By- laws as the record date for the determination of the stockholders who shall be entitled to receive notice of and to vote at such meeting. (b) When a quorum is present at any meeting of the stockholders, all questions shall be decided by the vote of a majority in voting power of the total number of votes of the Corporation's capital stock represented stockholders present in person or by proxy and entitled to vote at such meeting, unless the question is one upon which by express provision of law, the rules or regulations of any stock exchange or governmental or regulatory body applicable to the Corporation, the Certificate or these By-Lawslaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Such votes may be cast in person or by proxy as provided in Section 209. (c) Except as otherwise expressly required by applicable law, the vote at any meeting of stockholders on any question need not be by ballot, unless so directed by the presiding officer of the meeting.

Appears in 1 contract

Samples: Merger Agreement (System Energy Resources Inc)

Voting by Stockholders. (a) Except as otherwise expressly required by the Certificate or by applicable law, at every meeting of the stockholders each stockholder of record shall be entitled to the number of votes specified in the Certificate (or, with respect to any class or series of Preferred Stock, in the applicable certificate of designations providing for the creation of such class or series), in person or by proxy, for each share of stock standing in his or her name on the books of the Corporation on the date fixed pursuant to the provisions of Section 2.11 1.12 of these By-Laws laws as the record date for the determination of the stockholders who shall be entitled to receive notice of and to vote at such meeting. (b) When a quorum is present at any meeting of the stockholders, all questions shall be decided by the vote of a majority in voting power of the total number of votes of the Corporation's capital stock represented stockholders present in person or by proxy and entitled to vote at such meeting, unless the question is one upon which by express provision of law, the rules or regulations of any stock exchange or governmental or regulatory body applicable to the Corporation, the Certificate or these By-Lawslaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Such votes may be cast in person or by proxy as provided in Section 209. (c) Except as otherwise expressly required by applicable law, the vote at any meeting of stockholders on any question need not be by ballot, unless so directed by the presiding officer of the meeting. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his or her attorney-in-fact, if authorized by proxy, and shall state the number of shares voted.

Appears in 1 contract

Samples: Merger Agreement (Consolidated Edison Inc)

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Voting by Stockholders. (a) Except as otherwise expressly required by the Certificate or applicable law, at every meeting of the stockholders each stockholder of record shall be entitled to the number of votes specified in the Certificate (or, with respect to any class or series of Preferred Stock, in the applicable certificate of designations providing for the creation of such class or series), in person or by proxy, for each share of stock standing in his or her name on the books of the Corporation on the date fixed pursuant to the provisions of Section 2.11 1.12 of these By-Laws laws as the record date for the determination of the stockholders who shall be entitled to receive notice of and to vote at such meeting. (b) When a quorum is present at any meeting of the stockholders, all questions shall be decided by the vote of a majority in voting power of the total number of votes of the Corporation's capital stock represented stockholders present in person or by proxy and entitled to vote at such meeting, unless the question is one upon which by express provision of law, the rules or regulations of any stock exchange or governmental or regulatory body applicable to the Corporation, the Certificate or these By-Lawslaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Such votes may be cast in person or by proxy as provided in Section 209. (c) Except as otherwise expressly required by applicable law, the vote at any meeting of stockholders on any question need not be by ballot, unless so directed by the presiding officer of the meeting.

Appears in 1 contract

Samples: Merger Agreement (Florida Power & Light Co)

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