Examples of California Corporation Law in a sentence
Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the General California Corporation Law shall govern the construction of these Bylaws.
In accordance with Section 211 and subject to the provisions contained in Section 212 of the California Corporation Law, these Bylaws may be amended or repealed either by approval of the outstanding shares or by the approval of the Board; provided, however, that a Bylaw specifying or changing a fixed number of directors or the maximum or minimum number or changing from a fixed to a variable Board or vice versa may only be adopted by approval of the outstanding shares.
This Agreement shall be governed by and construed in accordance with the California Corporation Law (in respect of matters of corporation law) and the laws of the State of California (in respect of all other matters) applicable to contracts made and to be performed in the State of California.
All references in these bylaws to the California Corporation Law or sections of the California Corporation Code shall be deemed to be such law or sections as they may be amended and in effect, and, if renumbered, to such renumbered provisions, at the time of any action taken under the bylaws.
If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the California Corporation Law or by the Articles of Incorporation.
At the Effective Time, holders of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive payment of the “fair market value” of such Dissenting Shares held by them in accordance with the provisions of Chapter 13 of the California Corporation Law.
Upon the terms and subject to the satisfaction or, to the extent permitted by applicable Law and this Agreement, waiver of the conditions set forth in this Agreement and in accordance with California Corporation Law, at the Effective Time, Merger Sub shall be merged with and into the Company.
At any time prior to the filing of the Certificate of Merger, whether before or after adoption of this Plan of Merger by the affirmative vote of two-thirds of the respective shareholders of the Constituent Corporations in accordance with the California Corporation Law, this Plan of Merger may be modified, amended or supplemented in such manner as may be authorized or approved by the respective Board of Directors of the Constituent Corporation.
The Merger shall become effective at such time as the Agreement of Merger has been duly filed with the California Secretary of State or at such other date or time as permitted by California Corporation Law as Parent and the Company shall agree in writing and shall specify in the Agreement of Merger (the time the Merger becomes effective being the “Effective Time”).
The acquisition of the Shares by Purchaser from Seller does not require the approval of the stockholders of Seller under the California Corporation Law ("CCL"), the Company's articles of incorporation or bylaws, or any other requirement of law or, if stockholder approval is required it has or will, prior to the Closing, be properly obtained in accordance with the requirements of Seller's articles of incorporation and by- laws and the CCL.