Common use of Quorum; Adjourned Meetings Clause in Contracts

Quorum; Adjourned Meetings. The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If the adjournment is for less than thirty (30) days and if after the adjournment a new record date is not fixed for the adjourned meeting, a notice of the adjourned meeting shall not be given, except as required by resolution of the Board of Directors.

Appears in 5 contracts

Sources: Merger Agreement (Repros Therapeutics Inc.), Agreement and Plan of Merger (Allergan PLC), Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc)

Quorum; Adjourned Meetings. The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate certificate of Incorporationincorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If the adjournment is for less than thirty (30) days and if after the adjournment a new record date is not fixed for the adjourned meeting, a notice of the adjourned meeting shall not be given, except as required by resolution of the Board board of Directorsdirectors.

Appears in 2 contracts

Sources: Merger Agreement (Leaf Group Ltd.), Merger Agreement (Ardea Biosciences, Inc./De)

Quorum; Adjourned Meetings. The holders (a) Unless the Articles of Incorporation provide for a different proportion, stockholders holding at least a majority of the stock issued and outstanding and entitled to votevoting power of the Corporation’s capital stock, present represented in person or represented by proxyproxy (regardless of whether the proxy has authority to vote on all matters), shall are necessary to constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporationat any meeting. If, howeveron any issue, such quorum shall not be present voting by classes or represented at any meeting series is required by the laws of the stockholdersState of Nevada, the stockholders entitled to voteArticles of Incorporation or these Bylaws, present at least a majority of the voting power, represented in person or by proxy (regardless of whether the proxy has authority to vote on all matters), within each such class or series is necessary to constitute a quorum of each such class or series. (b) If a quorum is not represented, a majority of the voting power represented by proxy, shall have or the power to person presiding at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, time until a quorum shall be present or represented. At any such adjourned meeting, meeting at which a quorum shall be present or represented, any business may be transacted which might otherwise have been transacted at the adjourned meeting as originally notifiedcalled. If When a stockholders’ meeting is adjourned to another time or place hereunder, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is for more than thirty (30) daystaken. However, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall must be given to each stockholder of record entitled as of the new record date. The stockholders present at a duly convened meeting at which a quorum is present may continue to vote at transact business until adjournment, notwithstanding the meeting. If the adjournment is for departure of enough stockholders to leave less than thirty (30) days and if after the adjournment a new record date is not fixed for the adjourned meeting, a notice quorum of the adjourned meeting shall not be given, except as required by resolution of the Board of Directorsvoting power.

Appears in 1 contract

Sources: Merger Agreement (CSRA Inc.)