Common use of Action Without Meeting Clause in Contracts

Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any action permitted or required by law, the Certificate of Incorporation or these bylaws to be taken at a meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed 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. Prompt notice of the taking of the corporate action without a meeting by less than a unanimous written consent shall be given by the Secretary to those stockholders who have not consented in writing.

Appears in 11 contracts

Sources: Master Reorganization Agreement (Atlas Energy Solutions Inc.), Master Reorganization Agreement (New Atlas HoldCo Inc.), Third Amended and Restated Agreement of Limited Partnership

Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any action permitted or required by law, the Certificate of Incorporation of the Corporation, any action required or these bylaws permitted to be taken at a any annual or special meeting of stockholders, stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed 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. Prompt notice of the taking of the corporate action without a meeting by less than a unanimous written consent shall be given by the Secretary to those stockholders who have not consented in writing.

Appears in 7 contracts

Sources: Merger Agreement (Encore Wire Corp), Merger Agreement (Global Payments Inc), Merger Agreement (Sucampo Pharmaceuticals, Inc.)

Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any Any action required or permitted or required by law, the Certificate of Incorporation or these bylaws to be taken at a any annual or special meeting of stockholders, stockholders of the corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be is signed 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 on such action were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than a unanimous written consent shall be given by the Secretary to those stockholders who have not consented in writing.

Appears in 3 contracts

Sources: Annual Report, Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA), Joint Development Agreement (Nuvera Fuel Cells Inc)

Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any action permitted or required by law, the Certificate of Incorporation of the Corporation, any action required or these bylaws permitted to be taken at a any annual or special meeting of stockholders, shareholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed 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. Prompt notice of the taking of the corporate action without a meeting by less than a unanimous written consent shall be given by the Secretary to those stockholders shareholders who have not consented in writing.

Appears in 3 contracts

Sources: Merger Agreement (Dick's Sporting Goods, Inc.), Agreement and Plan of Merger (Foot Locker, Inc.), Merger Agreement (Dick's Sporting Goods, Inc.)

Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any Any action permitted or required by law, the Certificate of Incorporation or these bylaws to be taken at a meeting of stockholders, by stockholders may be taken without a meeting, without prior notice and without a vote, meeting if a (a) all stockholders entitled to vote on the matter consent to the action in writing, setting forth (b) all stockholders entitled to notice of the action so taken, shall be signed by the holders of outstanding stock having meeting but 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 at it sign a written waiver of any right to dissent and voted. Prompt notice (c) said consents and waivers are filed with the records of the taking meetings of the corporate action without a meeting by less than a unanimous written stockholders. Such consent shall be given by treated for all purposes as a vote at the Secretary to those stockholders who have not consented in writingmeeting.

Appears in 2 contracts

Sources: By Laws (Kemper New Europe Fund Inc), By Laws (Scudder New Europe Fund Inc)

Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any action permitted or required by law, the Certificate of Incorporation or these bylaws statute to be taken at a any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed 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. Prompt notice of the taking of the corporate action without a meeting by less than a unanimous written consent shall be given by the Secretary to those stockholders who have not consented in writing.written

Appears in 2 contracts

Sources: Joint Venture Agreement (Pharmacopeia Inc), Joint Venture Agreement (Molecular Simulations Inc)

Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any action permitted or required by law, the Certificate of Incorporation or these bylaws Bylaws to be taken at a meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed 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. Prompt notice of the taking of the corporate action without a meeting by less than a unanimous written consent shall be given by the Secretary to those stockholders who have not consented in writing.

Appears in 2 contracts

Sources: Business Combination Agreement (Lion Electric Co), Business Combination Agreement (Northern Genesis Acquisition Corp.)

Action Without Meeting. Unless otherwise provided in by the Certificate of Incorporation, any action permitted or required by law, the Certificate of Incorporation or these bylaws law to be taken at a any annual or special meeting of stockholders, or any action which may be taken at such meetings, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed 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. Prompt notice of the taking of the corporate action without a meeting by less than a unanimous written consent shall be given by the Secretary to those stockholders who have not consented in writing.

Appears in 2 contracts

Sources: Redemption Agreement (SoulCycle Inc.), Redemption Agreement (SoulCycle Inc.)

Action Without Meeting. Unless otherwise provided in by the Certificate corporation’s certificate of Incorporationincorporation, any action permitted or required by law, the Certificate of Incorporation or these bylaws to be taken at a any annual or special meeting of stockholders, or any action that may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such that action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than a unanimous written consent shall be given by the Secretary to those stockholders who have not consented in writing.

Appears in 1 contract

Sources: Merger Agreement (Beverly Enterprises Inc)

Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any Any action required or permitted or required by law, the Certificate of Incorporation or these bylaws to be taken at a any annual or special meeting of stockholders, stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be is signed 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 of the shares entitled to vote thereon were present and voted. Prompt ; provided that prompt notice of the taking of the corporate such action without a meeting by less than a unanimous written consent shall be given by the Secretary to those stockholders who have not so consented in writingwriting to such action without a meeting and who would have been entitled to notice of such meeting.

Appears in 1 contract

Sources: Merger Agreement (Iac/Interactivecorp)

Action Without Meeting. Unless otherwise provided in by the Certificate of Incorporation, any action permitted or required by law, the Certificate of Incorporation or these bylaws to be taken at a any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed 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 shared entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than a unanimous written consent shall be given by the Secretary to those stockholders who have not consented in writing.

Appears in 1 contract

Sources: Note and Warrant Purchase Agreement (Greenfield Online Inc)

Action Without Meeting. Unless otherwise provided in Except as required by the Certificate of Incorporation, any action required or permitted or required by law, the Certificate of Incorporation or these bylaws to be taken at a any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed 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, and such written consent is filed with the minutes of proceedings of the stockholders. Prompt notice of the taking of the corporate action without a meeting by less than a unanimous written consent shall be given by the Secretary to those stockholders who have not consented in writing.

Appears in 1 contract

Sources: Merger Agreement (Us Search Corp Com)

Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any Any action required or permitted or required by law, the Certificate of Incorporation or these bylaws to be taken ---------------------- at a any meeting of stockholders, the stockholders may be taken without a meeting, without prior notice and without a vote, meeting if a all stockholders entitled to vote on the matter consent in writing, setting forth to the action so taken, in writing and the written consents are filed with the records of the meetings of stockholders. Each such consent shall be signed 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 treated for all purposes as a vote at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than a unanimous written consent shall be given by the Secretary to those stockholders who have not consented in writing.

Appears in 1 contract

Sources: Annual Report

Action Without Meeting. Unless Except as otherwise provided in by the Certificate of Incorporation, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action permitted by any provisions of the statutes or required by law, the Certificate of Incorporation or these bylaws to be taken at a By-Laws, the meeting and vote of stockholders, stockholders may be taken without a meeting, without prior notice and without a votedispensed with, if a consent in writing, setting forth all the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that stockholders who would be necessary to authorize or take such action at a meeting at which all shares have been entitled to vote thereon upon the action if such meeting were present and voted. Prompt notice of the taking of the held, shall consent in writing to such corporate action without a meeting by less than a unanimous written consent shall be given by the Secretary to those stockholders who have not consented in writingbeing taken.

Appears in 1 contract

Sources: Revolving Credit and Term Loan Agreement (Panchos Mexican Buffet Inc /De)

Action Without Meeting. Unless otherwise provided in by the Certificate of Incorporation, any action required or permitted or required by law, the Certificate of Incorporation or these bylaws to be taken at a any annual or special meeting of stockholdersstockholders , or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed 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. Prompt notice of the taking of the corporate action without a meeting by less than a unanimous written consent shall be given by the Secretary to those stockholders who have not consented in writing.

Appears in 1 contract

Sources: Merger Agreement (Adaptimmune Therapeutics PLC)

Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any Any action permitted or required by law, the Certificate of Incorporation or these bylaws to be taken at a meeting of stockholders, by stockholders may be taken without a meeting, without prior notice and without a vote, meeting if a (a) all stockholders entitled to vote on the matter consent to the action in writing, setting forth (b) all stockholders entitled to notice of the action so taken, shall be signed by the holders of outstanding stock having meeting but 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 at it sign a written waiver of any right to dissent and voted. Prompt notice (c) said consents and waivers are filed with the records of the taking meetings of the corporate action without a meeting by less than a unanimous written stockholders. Such consent shall be given by treated for all purposes as a vote at the Secretary to those stockholders who have not consented in writing.meeting. [MGCL Sec. 2-505]

Appears in 1 contract

Sources: By Laws (Scudder New Europe Fund Inc)

Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any Any action required or permitted or required by law, the Certificate of Incorporation or these bylaws to be taken at a any annual or special meeting of stockholders, stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing, writing setting forth the action so taken, taken shall be signed 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. Prompt notice of the taking of the corporate action without a meeting by less than a unanimous written consent shall be given by the Secretary to those stockholders who have not consented in writing. Any action taken pursuant to such written consent of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Appears in 1 contract

Sources: Subscription and Organizational Agreement (Alterra Healthcare Corp)

Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any Any action required or permitted or required by law, the Certificate of Incorporation or these bylaws to ------------ ---------------------- be taken at a any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed 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, and such written consent is filed with the minutes of proceedings of the stockholders. Prompt notice of the taking of the corporate action without a meeting by less than a unanimous written consent shall be given by the Secretary to those stockholders who have not consented in writing.

Appears in 1 contract

Sources: Investment and Shareholders Agreement (Facilicom International Inc)

Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any Any action permitted or required by law, the Certificate of Incorporation or these bylaws to be taken at a meeting of stockholders, the stockholders may be taken without a meeting, without prior notice and without a vote, meeting if a consent in writing, setting forth the action so taken, shall be signed 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. Prompt notice of the taking of the corporate action without a meeting by less than a unanimous written consent shall be given by the Secretary to those stockholders who have not consented in writing.

Appears in 1 contract

Sources: By Laws (Hain Food Group Inc)