Record Date. (a) In order that the Company may determine the Members entitled to notice of any meeting of Member or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members entitled to notice of or to vote at or attend a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting. (b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law. (c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixed, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 8 contracts
Sources: Limited Liability Company Agreement (KKR Private Equity Conglomerate LLC), Limited Liability Company Agreement (KKR Private Equity Conglomerate LLC), Limited Liability Company Agreement (KKR Private Equity Conglomerate LLC)
Record Date. (a) In order that The Board may fix in advance a date as a record date for the Company may determine determination of the Members stockholders entitled to notice of any meeting of Member stockholders, or entitled to receive payment of any adjournment thereofdividend or other distribution or allotment of any rights in respect of any change, conversion or exchange of stock, or for the Board purpose of Directors may fix a record date, which any other lawful action. Such record date shall not precede the date upon on which the resolution fixing the record date is adopted by the Board of Directorsadopted, and which such record date shall, unless otherwise required by law, shall not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action to which such record date relates. If the Board of Directors so fixes a daterecord date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of Directorsfixed, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding before the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding before the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating to such purpose. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixed, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 8 contracts
Sources: Business Combination Agreement (Goal Acquisitions Corp.), Business Combination Agreement (Goal Acquisitions Corp.), Merger Agreement (TradeUP Acquisition Corp.)
Record Date. (a) In order that the Company may determine the Members entitled to notice of any meeting of Member or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsDirectors or the Class Q Members, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members entitled to notice of or to vote at or attend a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixed, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 7 contracts
Sources: Limited Liability Company Agreement (EQT Private Equity Co LLC), Limited Liability Company Agreement (EQT Private Equity Co LLC), Limited Liability Company Agreement (EQT Infrastructure Co LLC)
Record Date. (a) In order that the Company corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, the Board board of Directors directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty nor less than 10 ten days before the date of such meeting. If no such record date is fixed by the Board board of Directors so fixes a datedirectors, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board board of Directors directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) . In order that the Company corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board board of Directors directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors. If no such record date has been fixed by the board of directors, the record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed meeting, when no prior action by the Board board of Directorsdirectors is required by the General Corporation Law of the State of Delaware, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company corporation by delivery to its registered office in accordance with applicable law.
(c) Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by the General Corporation Law of the State of Delaware, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action. In order that the Company corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board board of Directors directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board board of Directors directors adopts the resolution relating thereto.
Appears in 6 contracts
Sources: Business Financing Agreement (Vapotherm Inc), Merger Agreement (Cubist Pharmaceuticals Inc), Merger Agreement (Optimer Pharmaceuticals Inc)
Record Date. (a) In order that the Company may determine the Members entitled to notice of any meeting of Member or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members entitled to notice of or to vote at or attend a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 5 contracts
Sources: Limited Liability Company Agreement (KKR Private Equity Conglomerate LLC), Limited Liability Company Agreement (KKR Private Equity Conglomerate LLC), Limited Liability Company Agreement (KKR Infrastructure Conglomerate LLC)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members the stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is has been fixed by the Board of Directors, the record date for such purpose determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation by delivery to its registered office in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment State of any distribution or allotment Delaware, its principal place of any rightsbusiness, or entitled an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. Delivery made to exercise any rights in respect of any changethe Corporation’s registered office shall be by hand or by certified or registered mail, conversion or exchange of Shares or for the purpose of any other lawful action, return receipt requested. If no record date has been fixed by the Board of Directors may fix a record date, which record date shall not precede and prior action by the date upon which the resolution fixing the record date Board of Directors is adopted. If no such record date is fixedrequired by applicable law, the record date for determining Members for any such purpose stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 5 contracts
Sources: Merger Agreement (Regal Entertainment Group), Merger Agreement (Alliance HealthCare Services, Inc), Merger Agreement (Dts, Inc.)
Record Date. (a) In order that the Company may determine the Members entitled to notice of any meeting of Member or any adjournment thereof, the Series Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directorsapplicable Series Board, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the a Series Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors applicable Series Board, determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directorsapplicable Series Board, the record date for determining Members entitled to notice of or to vote at or attend a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the applicable Series Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company Series action in writing without a meeting, the Series Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directorsapplicable Series Board, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directorsapplicable Series Board. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directorsapplicable Series Board, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the each Series Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixed, the record date for determining Members for any such purpose shall be at the close of business on the day on which the applicable Series Board of Directors adopts the resolution relating thereto.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (ISQ Open Infrastructure Co LLC), Limited Liability Company Agreement (ISQ Open Infrastructure Co LLC), Limited Liability Company Agreement (ISQ Open Infrastructure Co LLC)
Record Date. (a) In order that the Company Corporation may determine the Members entitled to notice of any meeting of Member or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a any meeting of Members shall be at the close of business on the day next preceding the day on which notice is givenstockholders, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten (10) days after the date upon which the resolution fixing the record date is adopted. If no such record date has been fixed by the Board of Directors and no prior action by the Board of Directors is fixedrequired by the Delaware General Corporation Law, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article I, Section 9 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law with respect to the proposed action by written consent of the stockholders, the record date for determining Members for any such purpose stockholders entitled to consent to corporate action in writing shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 4 contracts
Sources: Merger Agreement (Cable Systems Holding LLC), Merger Agreement (Ipc Information Systems Inc), Merger Agreement (Analog Acquisition Corp)
Record Date. (a) In order that For the Company may determine purpose of determining the Members Stockholders entitled to notice of any meeting of Member Stockholders or any adjournment thereof, unless otherwise required by the Certificate of Incorporation or applicable law, the Board of Directors may fix a record datedate (the “Notice Record Date”), which record date shall not precede the date upon on which the resolution fixing the record date is was adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 nor sixty (60) or less than 10 ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date The Notice Record Date shall also be the record date for determining the Members Stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record dateNotice Record Date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination (the “Voting Record Date”). For the purposes of determining the Stockholders entitled to express consent to corporate action in writing without a meeting, unless otherwise required by the Certificate of Incorporation or applicable law, the Board may fix a record date, which record date shall not precede the date on which the resolution fixing the record date was adopted by the Board and shall not be more than ten (10) days after the date on which the record date was fixed by the Board. For the purposes of determining the Stockholders entitled to (i) receive payment of any dividend or other distribution or allotment of any rights, (ii) exercise any rights in respect of any change, conversion or exchange of stock or (iii) take any other lawful action, unless otherwise required by the Certificate of Incorporation or applicable law, the Board may fix a record date, which record date shall not precede the date on which the resolution fixing the record date was adopted by the Board and shall not be more than sixty (60) days prior to such action.
(b) If no such record date is fixed by the Board of Directors, fixed:
(i) the record date for determining Members Stockholders entitled to notice of or of, and to vote at or attend at, a meeting of Members Stockholders shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as ;
(ii) the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members Stockholders entitled to express consent to corporate action in writing without a meeting is fixed (unless otherwise provided in the Certificate of Incorporation), when no prior action by the Board of Directorsis required by applicable law, the record date for such purpose shall be the first date day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, ; and when prior action by the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixedrequired by applicable law, the record date for determining Members for any such purpose Stockholders entitled to express consent to corporate action in writing without a meeting shall be at the close of business on the day date on which the Board takes such prior action; and
(iii) when a determination of Directors adopts Stockholders of record entitled to notice of, or to vote at, any meeting of Stockholders has been made as provided in this Section 2.04, such determination shall apply to any adjournment thereof, unless the resolution relating theretoBoard fixes a new Voting Record Date for the adjourned meeting, in which case the Board shall also fix such Voting Record Date or a date earlier than such date as the new Notice Record Date for the adjourned meeting.
Appears in 4 contracts
Sources: Reorganization Agreement (BRP Group, Inc.), Reorganization Agreement (BRP Group, Inc.), Reorganization Agreement (Goosehead Insurance, Inc.)
Record Date. (a) In order that the Company Corporation may determine the Members entitled to notice of any meeting of Member or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a any meeting of Members shall be at the close of business on the day next preceding the day on which notice is givenstockholders, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be more than ten (10) days after the date upon which the resolution fixing the record date is adopted. If no such record date has been fixed by the Board of Directors and no prior action by the Board of Directors is fixedrequired by the Delaware General Corporation Law, as amended (“DGCL”), the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article II, Section 2.7 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the DGCL with respect to the proposed action by written consent of the stockholders, the record date for determining Members for any such purpose stockholders entitled to consent to corporate action in writing shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 4 contracts
Sources: Merger Agreement (Boe Financial Services of Virginia Inc), Merger Agreement (Transcommunity Financial Corp), Merger Agreement (Community Bankers Acquisition Corp.)
Record Date. (aA) In order that For the Company may determine purpose of determining the Members Stockholders entitled to notice of any meeting of Member Stockholders or any adjournment thereof, unless otherwise required by the Certificate of Incorporation or applicable Law, the Board of Directors may fix a record date, which record date shall not precede the date upon on which the resolution fixing the record date is was adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 nor days or less than 10 ten days before the date of such meeting. If Subject to Section 2.13, for the purposes of determining the Stockholders entitled to express consent to corporate action in writing without a meeting, unless otherwise required by the Certificate of Incorporation or applicable Law, the Board of Directors so fixes may fix a record date, such which record date shall also not precede the date on which the resolution fixing the record date was adopted by the Board and shall not be more than ten days after the date on which the record date was fixed by the Board. For the purposes of determining the Stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, exercise any rights in respect of any change, conversion or exchange of stock or take any other lawful action, unless otherwise required by the Certificate of Incorporation or applicable Law, the Board may fix a record date, which record date shall not precede the date on which the resolution fixing the record date was adopted by the Board and shall not be more than 60 days prior to such action.
(B) Subject to Section 2.13, if no such record date is fixed:
(i) The record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members Stockholders entitled to notice of or to vote at or attend a meeting of Members Stockholders shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.;
(bii) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no The record date for determining Members Stockholders entitled to express consent to corporate action in writing without a meeting is fixed (unless otherwise provided in the Certificate of Incorporation), when no prior action by the Board of Directorsis required by applicable Law, the record date for such purpose shall be the first date day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, Law; and when prior action by the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixedrequired by applicable Law, the record date for determining Members for any such purpose Stockholders entitled to express consent to corporate action in writing without a meeting shall be at the close of business on the day date on which the Board takes such prior action; and
(iii) When a determination of Directors adopts Stockholders of record entitled to notice of or to vote at any meeting of Stockholders has been made as provided in this Section 2.4, such determination shall apply to any adjournment thereof; provided, however, that the resolution relating theretoBoard may fix a new record date for determination of Stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for Stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Stockholders entitled to vote in accordance with the foregoing provisions.
Appears in 3 contracts
Sources: Merger Agreement (HRG Group, Inc.), Merger Agreement (Spectrum Brands Holdings, Inc.), Agreement and Plan of Merger (Spectrum Brands, Inc.)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall, unless otherwise required by law, not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of DirectorsBoard, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) . In order that the Company Corporation may determine the Members stockholders entitled to express consent receive payment of any dividend or other distribution or allotment of any rights, or entitled to Company action exercise any rights in writing without a meetingrespect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall not be more than 10 sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard. If no record date has been fixed by the Board, the record date for determining Members the stockholders entitled to express consent to corporate action in writing without a meeting is fixed meeting, when no prior action by the Board of Directorsis required under the DGCL, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation by delivery to its registered office in accordance with applicable law.
(c) In order that the Company may determine State of Delaware, its principal place of business or an officer or agent of the Members entitled Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to receive payment of any distribution the Corporation’s registered office shall be by hand or allotment of any rightscertified or registered mail, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adoptedreturn receipt requested. If no such record date has been fixed by the Board and prior action by the Board is fixedrequired under the DGCL, the record date for determining Members for any such purpose stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 3 contracts
Sources: Transaction Agreement and Plan of Merger (Baker Hughes Inc), Transaction Agreement and Plan of Merger (General Electric Co), Transaction Agreement and Plan of Merger (Baker Hughes Inc)
Record Date. (a) In order that the Company Corporation may determine the Members entitled to notice of any meeting of Member or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a any meeting of Members shall be at the close of business on the day next preceding the day on which notice is givenstockholders, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting, (including by telegram, cablegram or other electronic transmission as permitted by law), the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten (10) days after the date upon which the resolution fixing the record date is adopted. If no such record date has been fixed by the Board of Directors and no prior action by the Board of Directors is fixedrequired by the Delaware General Corporation Law, the record date shall be the first date on which a consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article I, Section 9 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law with respect to the proposed action by consent of the stockholders without a meeting, the record date for determining Members for any such purpose stockholders entitled to consent to corporate action without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 3 contracts
Sources: License Agreement (Orexigen Therapeutics, Inc.), License Agreement (Orexigen Therapeutics, Inc.), Securities Purchase Agreement (Vasogen Inc)
Record Date. (a) In order that the Company may to determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix fix, in advance, a record date, which record date shall not precede the date upon on which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty (60) nor less fewer than 10 ten (10) days before the date of such meeting (or less than twenty (20) days if a merger or consolidation is to be acted upon at such a meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations). If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; , provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) . In order that the Company Corporation may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or rights of the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 3 contracts
Sources: Merger Agreement (Avista Healthcare Public Acquisition Corp.), Merger Agreement (Avista Healthcare Public Acquisition Corp.), Transaction Agreement (Avista Healthcare Public Acquisition Corp.)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board of Directors may may, except as otherwise required by law, fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or and to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith with the foregoing provisions of this Section 3 at or attend the adjourned meeting.
(b) . In order that the Company Corporation may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting, (including by telegram, cablegram or other electronic transmission as permitted by law), the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date shall be the first date on which a consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article I, Section 9 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law with respect to the proposed action by consent of the stockholders without a meeting, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Appears in 3 contracts
Sources: Merger Agreement (Merck & Co., Inc.), Merger Agreement (Immune Design Corp.), Merger Agreement (Juniper Pharmaceuticals Inc)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board of Directors may may, except as otherwise required by law, fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or and to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith with the foregoing provisions of this Section 3 at or attend the adjourned meeting.
(b) . In order that the Company Corporation may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting, (including electronic transmission as permitted by law), the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date shall be the first date on which a consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article I, Section 9 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law with respect to the proposed action by consent of the stockholders without a meeting, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Appears in 3 contracts
Sources: Merger Agreement (Greenhill & Co Inc), Business Combination Agreement (Frazier Lifesciences Acquisition Corp), Merger Agreement (Acceleron Pharma Inc)
Record Date. (a) In order that the Company corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, the Board board of Directors directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty days nor less than 10 then ten days before the date of such meeting. If the Board A determination of Directors so fixes a date, such date shall also be the stockholders of record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding before the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding before the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board board of Directors directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors. If no record date is fixed, the record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed meeting, when no prior action by the Board board of Directorsdirectors is required by statute, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company corporation as provided in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment Section 10 of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the Article I. If no record date is adopted. If no such record date fixed and prior action by the board of directors is fixedrequired, the record date for determining Members for any such purpose stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day date on which the Board board of Directors directors adopts the resolution relating thereto.taking such prior action. In order that the corporation may determine the stockholders entitled to receive payment
Appears in 3 contracts
Sources: Merger Agreement (Hadco Acquisition Corp Ii), Merger Agreement (Continental Circuits Corp), Merger Agreement (Hadco Acquisition Corp Ii)
Record Date. (a) In order that the Company Corporation may determine the Members entitled to notice of any meeting of Member or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a any meeting of Members shall be at the close of business on the day next preceding the day on which notice is givenstockholders, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten (10) days after the date upon which the resolution fixing the record date is adopted. If no such record date has been fixed by the Board of Directors and no prior action by the Board of Directors is fixedrequired by the Delaware General Corporation Law, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article I, Section 9 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law with respect to the proposed action by written consent of the stockholders, the record date for determining Members for any such purpose stockholders entitled to consent to corporate action in writing shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 3 contracts
Sources: Merger Agreement (Gni Group Inc /De/), Merger Agreement (Green I Acquisition Corp), Merger Agreement (Born Dawn S)
Record Date. (ai) In order that The Managing Member shall give at least 10 days’ notice of any meeting of the Company may determine Members of the Company. For the purpose of determining Members entitled to notice of or to vote at any meeting of Member Members, or any adjournment thereof, or entitled to consent to any matter, or entitled to exercise any rights in connection with any change, conversion or exchange of Units, or for the Board purpose of Directors any other lawful action, the Managing Member may fix a record date, which record date shall not precede the date upon which the resolution fixing such record date is adopted by the Managing Member, and which record date shall not be more than 60 nor less than 10 days prior to the date of such meeting. If no record date is fixed by the Managing Member, the record date for determining Members entitled to notice of or to vote at a meeting of Members shall be the close of business on the day next preceding the day on which notice of such meeting is given, or, if notice is waived in accordance with this Agreement, the close of business on the day next preceding the day on which the meeting of Members is held.
(ii) If action without a meeting is to be taken, the Managing Member may fix a record date for determining Members entitled to consent in writing to such action, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsManaging Member, and which record date shall, unless otherwise required by law, shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled subsequent to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members entitled to notice of or to vote at or attend a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of DirectorsManaging Member. If no record date has been fixed by the Managing Member, the record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its registered office, its principal place of business, or to an Officer of the Company having custody of the book in accordance with applicable lawwhich proceedings of meetings of Members are recorded.
(ciii) In order A determination of Members of record entitled to notice of or to vote at a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors Managing Member may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixed, the new record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretoadjourned meeting.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Manning & Napier, Inc.), Limited Liability Company Agreement (Manning & Napier, Inc.)
Record Date. (aA) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith at or attend the adjourned meeting.
(bB) In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
(C) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, (i) when no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation in accordance with applicable law.
, and (cii) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, if prior action by the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixedrequired by law, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 2 contracts
Sources: Merger Agreement (Edify Acquisition Corp.), Merger Agreement (Unique Logistics International, Inc.)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereofadjourned meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall, unless otherwise required by law, not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of DirectorsBoard, the record date for determining Members stockholders entitled to notice of or and to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the adjourned meeting; provided, however, that the Board of Directors may fix a new record date for the determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company Corporation may determine the Members stockholders entitled to express consent receive payment of any dividend or other distribution or allotment of any rights, or entitled to Company action exercise any rights in writing without a meetingrespect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall not be more than 10 sixty (60) days after the date upon which the resolution fixing the prior to such action. If no such record date is adopted by fixed, the Board of Directors. If no record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
(c) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful actionmeeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adoptedadopted by the Board, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no such record date is fixedhas been fixed by the Board, the record date for determining Members stockholders entitled to express consent to corporate action without a meeting, when no prior action of the Board is required by law, shall be the first date on which a signed consent setting forth the action taken or proposed to be taken was delivered to the Corporation. If no record date has been fixed by the Board, the record date for any such purpose determining stockholders entitled to express consent to corporate action without a meeting, if prior action by the Board is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 2 contracts
Sources: Revolving Credit, Term Loan and Security Agreement (PHI Group, Inc./De), Revolving Credit, Term Loan and Security Agreement (PHI Group, Inc./De)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall, unless otherwise required by law, not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of DirectorsBoard, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) . In order that the Company Corporation may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adoptedbe more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 2 contracts
Sources: Business Combination Agreement (Novus Capital Corp II), Merger Agreement (Oaktree Acquisition Corp.)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty nor less than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is has been fixed by the Board of Directors, the record date for such purpose determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation by delivery to its registered office in accordance with applicable the State of Nevada, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolutions taking such prior action.
(c) In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 2 contracts
Sources: Merger Agreement (MKS Instruments Inc), Merger Agreement (Newport Corp)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may may, except as otherwise required by law, fix a record date, which record date shall not precede the date upon on which the resolution fixing the record date is adopted by the Board of Directors, Directors and which record date shall, unless otherwise required by law, shall not be more than 60 days nor less than 10 days before the date of such meetingmeeting of stockholders, nor more than 60 days prior to the time for such other action as described above. If the Board of Directors so fixes a datedate for notice of any meeting of stockholders or any adjournment thereof, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or and to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith with the foregoing provisions of this Section 5.2 at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixed, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 2 contracts
Sources: Separation and Distribution Agreement (Vmware, Inc.), Separation and Distribution Agreement (Dell Technologies Inc.)
Record Date. (a) In order that The Board may fix a time in the Company may determine future as a record date for the Members determination of the shareholders entitled to notice of and to vote at any meeting of Member shareholders or entitled to give consent to corporate action in writing without a meeting, to receive any adjournment thereofreport, the Board to receive any dividend or other distribution, or allotment of Directors may fix a record dateany rights, which or to exercise rights in respect of any other lawful action. The record date so fixed shall be not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 days nor less than 10 days before prior to the date of such meeting, nor more than 60 days prior to any other action. If the Board A determination of Directors so fixes a date, such date shall also be the shareholders of record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members entitled to notice of or to vote at or attend a meeting of Members shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting, but the Board shall fix a new record date if the meeting is adjourned for more than 45 days from the date set for the original meeting. When a record date is so fixed, only shareholders of record at the close of business on that date are entitled to notice of and to vote at any such meeting, to give consent without a meeting, to receive any report, to receive the dividend, distribution, or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the Articles of Incorporation or these Bylaws.
(b) If no record date is fixed:
(1) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b2) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no The record date for determining Members shareholders entitled to express give consent to corporate action in writing without a meeting is fixed meeting, when no prior action by the Board of Directorshas been taken, the record date for such purpose shall be the first date day on which a signed the first written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable lawgiven.
(c3) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixed, the The record date for determining Members shareholders for any such other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Cardiogenesis Corp /CA), Agreement and Plan of Merger (Cryolife Inc)
Record Date. (a) In order that the Company corporation may determine the Members ----------- stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date date: (i) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting. If ; (ii) in the Board case of Directors so fixes determination of stockholders entitled to express consent to corporate action in writing without a datemeeting, such shall not be more than ten (10) days from the date shall also be upon which the resolution fixing the record date for determining is adopted by the Members entitled Board; and (iii) in the case of any other action, shall not be more than sixty (10) days prior to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsother action. If no record date is fixed by the Board of Directors, fixed: (a) the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as (b) the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed by when no prior action of the Board of Directorsis required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company corporation in accordance with applicable law.
, or, if prior action by the Board is required by law, shall be at the close of business on the day on which the Board adopts the resolution taking such prior action; and (c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixed, the record date for determining Members stockholders for any such other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.
Appears in 2 contracts
Sources: Convertible Subordinated Note Purchase Agreement (Entravision Communications Corp), Roll Up Agreement (Entravision Communications Corp)
Record Date. (ai) In order that the Company may determine the Members entitled to notice of or to vote at any meeting of Member the Members or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty (60) nor less than 10 one (1) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of DirectorsBoard, the record date for determining Members entitled to notice of or to vote at or attend a meeting of the Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of the Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(bii) In order that the Company may determine the Members entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall not be more than 10 ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard. If no record date has been fixed by the Board, the record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed meeting, when no prior action by the Board of Directorsis required by applicable law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its registered office in accordance with applicable law.
(c) In order that the State of Delaware, its principal place of business, or an Officer or agent of the Company may determine having custody of the book in which proceedings of meetings of the Members entitled are recorded. Delivery made to receive payment of any distribution the Company’s registered office shall be by hand or allotment of any rightsby certified or registered mail, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adoptedreturn receipt requested. If no such record date has been fixed by the Board and prior action by the Board is fixedrequired by applicable law, the record date for determining Members for any such purpose entitled to consent to limited liability company action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Springleaf Holdings, Inc.), Limited Liability Company Agreement (Springleaf Holdings, LLC)
Record Date. (aA) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall, unless otherwise required by applicable law, not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of DirectorsBoard, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith at or attend the adjourned meeting.
(bB) In order that the Company Corporation may determine the Members stockholders entitled to express consent receive payment of any dividend or other distribution or allotment of any rights, or entitled to Company action exercise any rights in writing without a meetingrespect of any change, conversion, exchange or redemption of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of Directors business on the day on which the Board adopts the resolution relating thereto.
(C) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to take action by consent in writing, pursuant to a resolution of and at the direction of the Board, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall not be more than 10 ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable lawBoard.
(c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixed, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 2 contracts
Sources: Contribution Agreement (Texas Pacific Land Trust), Contribution Agreement (Texas Pacific Land Corp)
Record Date. (aA) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may may, except as otherwise required by law, fix a record date, which record date shall not precede the date upon on which the resolution fixing the record date is adopted by the Board of Directors, Directors and which record date shall, unless otherwise required by law, shall not be more than 60 nor less than 10 days before the date of such meetingmeeting of stockholders, nor more than 60 days prior to the time for such other action as described above. If the Board of Directors so fixes a datedate for notice of any meeting of stockholders or any adjournment thereof, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or and to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record , and, for determining stockholders entitled to notice receive payment of any dividend or other distribution or allotment of rights or to vote exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at or attend a meeting the close of Members shall apply to any adjournment of business on the meeting; provided, however, that day on which the Board of Directors may fix adopts a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meetingresolution relating thereto.
(bB) In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors and prior action by the Board of Director is required by applicable law, the Certificate of Incorporation, or these Bylaws, the record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixed, the record date for determining Members for any such purpose shall be at the close of business on the day date on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 2 contracts
Sources: Separation and Distribution Agreement (Vmware, Inc.), Separation and Distribution Agreement (Dell Technologies Inc.)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
(c) Unless otherwise restricted by the certificate of incorporation, in order that the Corporation may determine the stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, (i) when no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation in accordance with applicable law.
, and (cii) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, if prior action by the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixedrequired by law, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 2 contracts
Sources: Merger Agreement (Outerwall Inc), Agreement and Plan of Merger (ADT Corp)
Record Date. (aA) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall, unless otherwise required by applicable law, not be more than 60 nor less than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of DirectorsBoard, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith at or attend the adjourned meeting.
(bB) In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
(C) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard. If no record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board, (i) when no prior action of the Board of Directorsis required by applicable law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation in accordance with applicable law.
, and (cii) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, if prior action by the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixedrequired by applicable law, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 2 contracts
Sources: Voting Agreement (Roan Resources, Inc.), Master Reorganization Agreement (Charah Solutions, Inc.)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders, or to receive payment of any adjournment thereofdividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon on which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting. If the Board any meeting of Directors so fixes a datestockholders, such date shall also be the record date for determining the Members entitled nor more than sixty (60) days prior to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes for such record dateother action as hereinbefore described; provided, however, that a later date on or before the date of the meeting shall be the date for making such determinations. If if no record date is fixed by the Board of DirectorsBoard, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board adopts a resolution relating thereto. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) . In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall be not be more than 10 ten (10) days after the date upon which the resolution fixing the record date is adopted adopted. Any stockholder of record seeking to have the stockholders authorize or take corporate action by the Board of Directorswritten consent shall comply with Section 2.11 hereof. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is has been fixed by the Board of Directorsand no prior action by the Board is required by the Delaware General Corporation Law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adoptedmanner prescribed by Section 2.11 hereof. If no such record date has been fixed by the Board and prior action by the Board is fixedrequired by the Delaware General Corporation Law with respect to the proposed action by written consent of the stockholders, the record date for determining Members for any such purpose stockholders entitled to consent to corporate action in writing shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 2 contracts
Sources: Transaction Agreement (Cco Holdings LLC), Transaction Agreement (Cco Holdings LLC)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon on which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty nor less than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members entitled to notice of or to vote at or attend a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; , provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) . In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is has been fixed by the Board of Directors, the record date for such purpose determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation by delivery to its registered office in accordance with applicable the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law.
(c) , the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. [Section 213.]
Appears in 2 contracts
Sources: Restated by Laws (Riverwood Holding Inc), Restated by Laws (Riverwood Holding Inc)
Record Date. (a) In order that the Company Corporation may determine the Members entitled to notice of any meeting of Member or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a any meeting of Members shall be at the close of business on the day next preceding the day on which notice is givenstockholders, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty nor less than ten days before the date of any meeting of stockholders, nor more than sixty days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten days after the date upon which the resolution fixing the record date is adopted. If no such record date has been fixed by the Board of Directors and no prior action by the Board of Directors is fixedrequired by law, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article I, Section 8 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law with respect to the proposed action by written consent of the stockholders, the record date for determining Members for any such purpose stockholders entitled to consent to corporate action in writing shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 2 contracts
Sources: Merger Agreement (Ashland Inc), Merger Agreement (Ashland Coal Inc)
Record Date. (aA) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall, unless otherwise required by applicable law, not be more than 60 nor less than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of DirectorsBoard, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith at or attend the adjourned meeting.
(bB) In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, exchange or redemption of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
(C) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard. If no record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board, (i) when no prior action of the Board of Directorsis required by applicable law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation in accordance with applicable law.
, and (cii) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, if prior action by the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixedrequired by applicable law, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 2 contracts
Sources: Master Reorganization Agreement (Atlas Energy Solutions Inc.), Master Reorganization Agreement (New Atlas HoldCo Inc.)
Record Date. (a) In order that the Company may to determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix fix, in advance, a record date, which record date shall not precede the date upon on which the resolution fixing the record date is adopted adopted, by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty nor less than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members entitled to notice of or to vote at or attend a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; , provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) . In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is has been fixed by the Board of Directors, the record date for such purpose determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation by delivery to its registered office in accordance with applicable the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law.
(c) , the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or rights of the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 2 contracts
Sources: Subordinated Loan and Security Agreement (Specialty Underwriters Alliance, Inc.), Senior Loan and Security Agreement (Specialty Underwriters Alliance, Inc.)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, the Board board of Directors directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty nor less than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. : If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; providedproviding, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is has been fixed by the Board of Directors, the record date for such purpose determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation by delivery to its registered office in accordance with applicable this State, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolutions taking such prior action.
(c) In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 2 contracts
Sources: By Laws (TRW Automotive Inc), By Laws (TRW Automotive Inc)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall, unless otherwise required by law, not be more than 60 sixty nor less than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of DirectorsBoard, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company Corporation may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Sources: Business Combination Agreement (MDH Acquisition Corp.)
Record Date. (a) In order that the Company Corporation may determine the Members entitled to notice of any meeting of Member or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a any meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of stockholders or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meetingthereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the date next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is has been fixed by the Board of Directors, the record date for such purpose determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation by delivery to its registered office in accordance with applicable the State, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law.
(c) , the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. [Section 213.]
Appears in 1 contract
Sources: Agreement and Plan of Contribution and Merger (Excalibur Technologies Corp)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board of Directors may may, except as otherwise required by law, fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or and to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith with the foregoing provisions of this Section 3 of Article V at or attend the adjourned meeting.
(b) . In order that the Company Corporation may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon on which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty nor less than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members entitled to notice of or to vote at or attend a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; , provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) . In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is has been fixed by the Board of Directors, the record date for such purpose determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation by delivery to its registered office in accordance with applicable the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law.
(c) , the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or the stock- holders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. [Section 213.]
Appears in 1 contract
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is has been fixed by the Board of Directors, the record date for such purpose determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation by delivery to its registered office in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment Delaware, its principal place of any distribution or allotment of any rightsbusiness, or entitled an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to exercise any rights in respect of any changea Corporation’s registered office shall be by hand or by certified or registered mail, conversion or exchange of Shares or for the purpose of any other lawful action, return receipt requested. If no record date has been fixed by the Board of Directors may fix a record date, which record date shall not precede and prior action by the date upon which the resolution fixing the record date Board of Directors is adopted. If no such record date is fixedrequired by law, the record date for determining Members for any such purpose stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date date: (i) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than 60 sixty nor less than 10 ten days before the date of such meeting. If ; (ii) in the Board case of Directors so fixes determination of stockholders entitled to express consent to corporate action in writing without a datemeeting, such shall not be more than ten days from the date shall also be upon which the resolution fixing the record date for determining is adopted by the Members entitled Board; and (iii) in the case of any other action, shall not be more than sixty days prior to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsother action. If no record date is fixed by the Board of Directors, fixed: (i) the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as (ii) the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed by when no prior action of the Board of Directorsis required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company corporation in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any changeor, conversion or exchange of Shares or for the purpose of any other lawful action, if prior action by the Board is required by law, shall be at the close of Directors may fix a record date, which record date shall not precede business on the date upon day on which the Board adopts the resolution fixing the record date is adopted. If no taking such record date is fixed, prior action; and (iii) the record date for determining Members stockholders for any such other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.
Appears in 1 contract
Sources: Merger Agreement (Dole Food Co Inc)
Record Date. (ai) In order that The Board shall give at least ten (10) days’ notice of any meeting of the Company may determine Members of the Company. For the purpose of determining Members entitled to notice of or to vote at any meeting of Member Members, or any adjournment thereof, or entitled to consent to any matter, or entitled to exercise any rights in connection with any change, conversion or exchange of Units, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing such record date is adopted by the Board, and which record date shall not be more than 60 nor less than ten (10) days prior to the date of such meeting. If no record date is fixed by the Board, the record date for determining Members entitled to notice of or to vote at a meeting of Members shall be the close of business on the day next preceding the day on which notice of such meeting is given, or, if notice is waived in accordance with this Agreement, the close of business on the day next preceding the day on which the meeting of Members is held. Persons who only hold Incentive Units shall not be entitled to notice of or to vote at any meeting of the Members of the Company, except as required by Law.
(ii) If action without a meeting is to be taken, the Board may fix a record date for determining Members entitled to consent in writing to such action, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall, unless otherwise required by law, shall not be more than 60 nor less than 10 ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled subsequent to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members entitled to notice of or to vote at or attend a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard. If no record date has been fixed by the Board, the record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its registered office, its principal place of business, or to an Officer of the Company having custody of the book in accordance with applicable lawwhich proceedings of meetings of Members are recorded.
(ciii) In order A determination of Members of record entitled to notice of or to vote at a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixed, the new record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretoadjourned meeting.
Appears in 1 contract
Sources: Limited Liability Company Agreement
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member or any adjournment thereofstockholders, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty days nor less than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that unless the Board of Directors may fix fixes a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) . In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is has been fixed by the Board of Directors, the record date for such purpose determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Delaware General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation in accordance with applicable law.
(cthe manner prescribed by Section 213(b) In order that of the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, Delaware General Corporation Law. If no record date has been fixed by the Board of Directors may fix a record date, which record date shall not precede and prior action by the date upon which Board of Directors is required by the resolution fixing the record date is adopted. If no such record date is fixedDelaware General Corporation Law, the record date for determining Members for any such purpose stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members the stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In Only to the extent that action by written consent of the stockholders is not prohibited by the Certificate of Incorporation or these Bylaws, in order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is has been fixed by the Board of Directors, the record date for such purpose determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation by delivery to its registered office in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment State of any distribution or allotment Delaware, its principal place of any rightsbusiness, or entitled an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. Delivery made to exercise any rights in respect of any changethe Corporation’s registered office shall be by hand or by certified or registered mail, conversion or exchange of Shares or for the purpose of any other lawful action, return receipt requested. If no record date has been fixed by the Board of Directors may fix a record date, which record date shall not precede and prior action by the date upon which the resolution fixing the record date Board of Directors is adopted. If no such record date is fixedrequired by applicable law, the record date for determining Members for any such purpose stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Sources: Purchase and Contribution Agreement (Skilled Healthcare Group, Inc.)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member meeting, or at any adjournment thereofof a meeting, of stockholders; or entitled to receive payment of any dividend or other distribution or allotment of any rights; or entitled to exercise any rights in respect of any change, conversion, or exchange of stock; or for the Board purpose of Directors any other lawful action; the board of directors may fix fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board board of Directors, and which directors. The record date shall, unless otherwise required by law, for determining the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof shall not be more than 60 sixty nor less than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the The record date for determining the Members stockholders entitled to vote at or attend such consent to corporate action in writing without a meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of the meeting shall be the directors. The record date for making any other action shall not be more than sixty days prior to such determinationsaction. If no record date is fixed by the Board of Directorsfixed, (i) the record date for determining Members stockholders entitled to notice of or to vote at or attend a any meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waivedwaived by all stockholders, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as (ii) the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed meeting, when no prior action by the Board board of Directorsdirectors is required, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that Corporation and, when prior action by the Company may determine board of directors is required, shall be at the Members entitled to receive payment close of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for business on the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon day on which the board of directors adopts the resolution fixing the record date is adopted. If no taking such record date is fixed, prior action; and (iii) the record date for determining Members stockholders for any such other purpose shall be at the close of business on the day on which the Board board of Directors directors adopts the resolution relating theretoto such other purpose. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.
Appears in 1 contract
Record Date. (a) In order that For the Company may determine the Members purpose of determining Shareholders entitled to notice of or to vote at any meeting of Member Shareholders, or any adjournment thereof, or entitled to receive payment of any distribution or any allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record dateRecord Date, which record date Record Date shall not precede the date upon which the resolution fixing the record date Record Date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date for any such determination of such meeting. If the Board of Directors so fixes a dateShareholders, such date shall also in any case to be the record date for determining the Members entitled not more than sixty days and not less than ten days prior to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsnor more than sixty days prior to any other action. If no record date Record Date is fixed by the Board of Directors, the record date fixed:
(i) The Record Date for determining Members Shareholders entitled to notice of or to vote at or attend a meeting of Members Shareholders shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. .
(ii) The Record Date for determining Shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
(iii) A determination of Members of record Shareholders entitled to notice of or to vote at or attend a meeting of Members Shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date Record Date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members Shareholders entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record dateRecord Date, which record date Record Date shall not precede the date upon which the resolution fixing the record date Record Date is adopted by the Board of Directors, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date Record Date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is Record Date has been fixed by the Board of Directors, the record date Record Date for such purpose determining Shareholders entitled to consent to action in writing without a meeting, when no prior action by the Board of Directors is required by this Agreement, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its registered office in accordance with applicable law.
(c) In order that the State of Delaware, its principal place of business, or an Officer or agent of the Company may determine having custody of the Members entitled book in which proceedings of meetings of Shareholders are recorded. Delivery made to receive payment the Company’s registered office in the State of any distribution or allotment Delaware, principal place of any rightsbusiness, or entitled to exercise any rights in respect of any changesuch Officer or agent shall be by hand or by certified or registered mail, conversion or exchange of Shares or for the purpose of any other lawful action, return receipt requested. If no Record Date has been fixed by the Board of Directors may fix a record date, which record date shall not precede and prior action by the date upon which the resolution fixing the record date Board of Directors is adopted. If no such record date is fixedrequired by this Agreement, the record date Record Date for determining Members for any such purpose Shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Sources: Limited Liability Company Agreement (LIN Media LLC)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date date: (1) in the case of determination of stockholders entitled to notice of any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such which date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board; and (3) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed by the Board of Directors, Board: (1) the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as (2) the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed by meeting, when no prior action of the Board of Directorsis required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company corporation in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any changeor, conversion or exchange of Shares or for the purpose of any other lawful action, if prior action by the Board is required by law, shall be at the close of Directors may fix a record date, which record date shall not precede business on the date upon day on which the Board adopts the resolution fixing the record date is adopted. If no taking such record date is fixed, prior action; and (3) the record date for determining Members stockholders for any such other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting.
Appears in 1 contract
Sources: Investment and Transaction Agreement (Id Systems Inc)
Record Date. (a) In order that the Company corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board board of Directors directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors, and which record date shall, unless otherwise required by applicable law, not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting. If the Board board of Directors directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsmeeting. If no record date is fixed by the Board board of Directorsdirectors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board board of Directors directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company corporation may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock or for the purpose of any other lawful action, the Board board of Directors directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such other action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board board of Directors directors adopts the resolution relating thereto.
Appears in 1 contract
Record Date. (aA) In order that For the Company may determine purpose of determining the Members Stockholders entitled to notice of any meeting of Member Stockholders or any adjournment thereof, unless otherwise required by the Certificate of Incorporation or applicable law, the Board of Directors may fix a record datedate (the “Notice Record Date”), which record date shall not precede the date upon on which the resolution fixing the record date is was adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 nor or less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date The Notice Record Date shall also be the record date for determining the Members Stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record dateNotice Record Date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination (the “Voting Record Date”). For purposes of determining the Stockholders entitled to express consent to corporate action in writing without a meeting, unless otherwise required by the Certificate of Incorporation or applicable law, the Board may fix a record date, which record date shall not precede the date on which the resolution fixing the record date was adopted by the Board and shall not be more than 60 days or less than 10 days after the date on which the record date was fixed by the Board. For purposes of determining the Stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, exercise any rights in respect of any change, conversion or exchange of stock or take any other lawful action, unless otherwise required by the Certificate of Incorporation or applicable law, the Board may fix a record date, which record date shall not precede the date on which the resolution fixing the record date was adopted by the Board and shall not be more than 60 days or less than 10 days prior to such action.
(B) If no such record date is fixed by the Board of Directors, the fixed:
(i) The record date for determining Members Stockholders entitled to notice of or and to vote at or attend a meeting of Members Stockholders shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.;
(bii) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no The record date for determining Members Stockholders entitled to express consent to corporate action in writing without a meeting is fixed (unless otherwise provided in the Certificate of Incorporation), when no prior action by the Board of Directorsis required by applicable law, the record date for such purpose shall be the first date day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, ; and when prior action by the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixedrequired by applicable law, the record date for determining Members for any such purpose Stockholders entitled to express consent to corporate action in writing without a meeting shall be at the close of business on the day date on which the Board takes such prior action; and
(iii) When a determination of Directors adopts Stockholders of record entitled to notice of or to vote at any meeting of Stockholders has been made as provided in this Section 2.4, such determination shall apply to any adjournment thereof, unless the resolution relating theretoBoard fixes a new Voting Record Date for the adjourned meeting, in which case the Board shall also fix such Voting Record Date or a date earlier than such date as the new Notice Record Date for the adjourned meeting.
Appears in 1 contract
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company Corporation may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adoptedbe more than 60 days prior to such other action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Surgery Partners, Inc.)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members the stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members the stockholders shall apply to any adjournment of the meeting; meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meetingmeeting or request that the Board of Directors call a Special Meeting of Stockholders pursuant to Section 3 of Article II, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent or request that the Board of Directors call a Special Meeting pursuant to Section 3 of Article II shall, by written notice to the Secretary of the Corporation, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten (10) days of the date on which such a request is received, the record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed by or request that the Board of DirectorsDirectors call a Special Meeting pursuant to Section 3 of Article II, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken or on which a signed request by a stockholder to call a Special Meeting pursuant to Section 3 of Article II (as applicable) is delivered to the Company Corporation by delivery to its registered office in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment State of any distribution or allotment Delaware, its principal place of any rightsbusiness, or entitled an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded, to exercise any rights in respect the attention of any change, conversion or exchange the Secretary of Shares or for the purpose of any other lawful action, Corporation. Delivery made to the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixed, the record date for determining Members for any such purpose Corporation’s registered office shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretoby hand or by certified or registered mail, return receipt requested.
Appears in 1 contract
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix shall fix, in advance, a record date, which record date shall not precede be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, not more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be or (iii) more than 60 nor less than 10 sixty (60) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled prior to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsany other action. If no record date is fixed by the Board of Directorsfixed, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and the record date for determining stockholders for any other purpose (except corporate action to be taken by consent in writing) shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting. If a holder of record of any class of stock of the Corporation, and or a series thereof, the holders of which may act by a consent in writing, wishes to have those stockholders authorize or take corporate action by written consent, such case shall also fix as stockholder shall, by written notice to the record date for Members entitled to notice Secretary of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meetingCorporation, request the Board of Directors may to fix a record date. The Board of Directors shall promptly, which record date shall not precede but in all events within ten (10) days after the date upon on which the such a request is received, adopt a resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directorsdate. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directorswithin such ten (10) day period, the record date for such purpose determining stockholders entitled to consent to corporate action, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation at its registered office in accordance the State of Delaware or to its principal place of business to the attention of the Secretary of the Corporation. Delivery made to the registered office of the Corporation for this purpose shall be by hand or by certified or registered mail with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, return receipt requested. If no record date is so fixed by the Board of Directors may fix a record date, which record date shall not precede and prior action by the date upon which the resolution fixing the record date Board of Directors is adopted. If no such record date is fixedrequired by applicable law, the record date for determining Members for any such purpose stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day date on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Record Date. (a) In order that For the Company may determine the Members purpose of determining stockholders entitled to notice of or to vote at any meeting of Member stockholders, or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the Board purpose of Directors any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors, and which record for any such determination of stockholders, such date shall, unless otherwise required by law, in any case to be not be more than 60 nor days and not less than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled prior to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsnor more than 60 days prior to any other action. If no record date is fixed by the Board of Directors, the fixed:
(i) The record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. .
(ii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.
(iii) A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board board of Directors directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board board of Directors directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors. If no record date has been fixed by the board of directors, the record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed meeting, when no prior action by the Board board of Directorsdirectors is required by law or these by-laws, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation by delivery to its registered office in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment State of any distribution or allotment Delaware, its principal place of any rightsbusiness, or entitled an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to exercise any rights the Corporation’s registered office in respect the State of any changeDelaware, conversion principal place of business, or exchange of Shares such officer or for the purpose of any other lawful actionagent shall be by hand or by certified or registered mail, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adoptedreturn receipt requested. If no such record date has been fixed by the board of directors and prior action by the board of directors is fixedrequired by law or these by-laws, the record date for determining Members for any such purpose stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board board of Directors directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Sources: Merger Agreement (Ezcorp Inc)
Record Date.
(a) In order that the Company may determine the Members Unitholders entitled to notice of or to vote at any meeting of Member Unitholders or any adjournment thereof, the Board of Directors may fix a record dateRecord Date, which record date Record Date shall not precede the date upon which the resolution fixing the record date Record Date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, Record Date shall not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date Record Date for determining the Members Unitholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record dateRecord Date, that a later date on or before the date of the meeting shall be the date for making such determinations. determination.
(b) If no record date Record Date is fixed by the Board of Directors, the record date Record Date for determining Members Unitholders entitled to notice of or to vote at or attend a any meeting of Members Unitholders or any adjournment thereof shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members Unitholders entitled to receive payment of any distribution or allotment of any rights, rights or the Unitholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares Units, or for the purpose of any other lawful action, the Board of Directors may fix a record dateRecord Date, which record date Record Date shall not precede the date upon which the resolution fixing the record date Record Date is adopted, and which Record Date shall be not more than sixty (60) days prior to such action. If no such record date Record Date is fixed, the record date Record Date for determining Members Unitholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Sources: Limited Liability Company Agreement
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members the stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In Only to the extent that action by written consent of the stockholders is not prohibited by the Certificate of Incorporation, in order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is has been fixed by the Board of Directors, the record date for such purpose determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation by delivery to its registered office in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment State of any distribution or allotment Delaware, its principal place of any rightsbusiness, or entitled an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. Delivery made to exercise any rights in respect of any changethe Corporation’s registered office shall be by hand or by certified or registered mail, conversion or exchange of Shares or for the purpose of any other lawful action, return receipt requested. If no record date has been fixed by the Board of Directors may fix a record date, which record date shall not precede and prior action by the date upon which the resolution fixing the record date Board of Directors is adopted. If no such record date is fixedrequired by applicable law, the record date for determining Members for any such purpose stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Sources: Business Combination Agreement (FinTech Acquisition Corp. IV)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board of Directors may may, except as otherwise required by law, fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall, unless otherwise required by law, shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of DirectorsBoard, the record date for determining Members stockholders entitled to notice of or and to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith with the foregoing provisions of this Section 3 at or attend the adjourned meeting.
(b) . In order that the Company Corporation may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting, (including by telegram, cablegram or other electronic transmission as permitted by law), the Board may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall be not more than ten days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board and no prior action by the Board is required by the DGCL, the record date shall be the first date on which a consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article I, Section 9 hereof. If no record date has been fixed by the Board and prior action by the Board is required by the DGCL with respect to the proposed action by consent of the stockholders without a meeting, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.
Appears in 1 contract
Sources: Business Combination Agreement (Spartan Energy Acquisition Corp.)
Record Date. (a) In order that For the Company may determine the Members purpose of determining stockholders ------------ entitled to notice of or to vote at any meeting of Member stockholders, or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the Board purpose of Directors any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors, and which record for any such determination of stockholders, such date shall, unless otherwise required by law, in any case to be not be more than 60 nor days and not less than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled prior to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsnor more than 60 days prior to any other action. If no record date is fixed by the Board of Directors, the fixed:
(i) The record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. .
(ii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.
(iii) A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board board of Directors directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board board of Directors directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors. If no record date has been fixed by the board of directors, the record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed meeting, when no prior action by the Board board of Directorsdirectors is required by law or these bylaws, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation by delivery to its registered office in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment State of any distribution or allotment Delaware, its principal place of any rightsbusiness, or entitled an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to exercise any rights the Corporation's registered office in respect the State of any changeDelaware, conversion principal place of business, or exchange of Shares such officer or for the purpose of any other lawful actionagent shall be by hand or by certified or registered mail, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adoptedreturn receipt requested. If no such record date has been fixed by the board of directors and prior action by the board of directors is fixedrequired by law or these bylaws, the record date for determining Members for any such purpose stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board board of Directors directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board of Directors may may, except as otherwise required by law, fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or and to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith with the foregoing provisions of this Section 3 at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no The record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be fixed in the first date on which a signed written consent setting forth manner provided for in the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) Amended and Restated Certificate of Incorporation. In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Record Date. (a) In order that the Company may to determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix fix, in advance, a record date, which record date shall not precede the date upon on which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty nor less than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members entitled to notice of or to vote at or attend a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; , provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) . In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is has been fixed by the Board of Directors, the record date for such purpose determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation by delivery to its registered office in accordance with applicable the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law.
(c) , the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or rights of the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. [Section 213.]
Appears in 1 contract
Sources: By Laws (Dynatech Corp)
Record Date. (a) In order that the Company may determine the Members Unitholders entitled to notice of or to vote at any meeting of Member Unitholders or any adjournment thereof, the Board of Directors may fix a record dateRecord Date, which record date Record Date shall not precede the date upon which the resolution fixing the record date Record Date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, Record Date shall not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date Record Date for determining the Members Unitholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record dateRecord Date, that a later date on or before the date of the meeting shall be the date for making such determinations. determination.
(b) If no record date Record Date is fixed by the Board of Directors, the record date Record Date for determining Members Unitholders entitled to notice of or to vote at or attend a any meeting of Members Unitholders or any adjournment thereof shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members Unitholders entitled to receive payment of any distribution or allotment of any rights, rights or the Unitholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares Units, or for the purpose of any other lawful action, the Board of Directors may fix a record dateRecord Date, which record date Record Date shall not precede the date upon which the resolution fixing the record date Record Date is adopted, and which Record Date shall be not more than sixty (60) days prior to such action. If no such record date Record Date is fixed, the record date Record Date for determining Members Unitholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Macquarie Infrastructure Holdings, LLC)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment or recess thereof, the Board board of Directors directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors, and which record date shall, unless otherwise required by applicable law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board board of Directors directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board board of Directors directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board board of Directorsdirectors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business (as defined below) on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment or recess of the meeting; provided, however, that the Board board of Directors directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned or recessed meeting, and in such case case, shall also fix as the record date for Members stockholders entitled to notice of such adjourned or recessed meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith at or attend the adjourned or recessed meeting.
(b) In Unless otherwise restricted by the Certificate of Incorporation, in order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board board of Directors directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors. If no record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board board of Directorsdirectors, (i) when no prior action of the board of directors is required by applicable law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation in accordance with applicable law.
, and (cii) In order that if prior action by the Company may determine the Members entitled to receive payment board of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date directors is adopted. If no such record date is fixedrequired by applicable law, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board board of Directors directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Sources: By Laws (HF Foods Group Inc.)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any postponement or adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at the postponed or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such postponed or adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith at the postponed or attend the adjourned meeting.
(b) In order that the Company Corporation may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adoptedbe more than 60 days prior to such other action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon on which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall, unless otherwise required by law, shall not be more than 60 nor less than 10 days before the date of such the meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of DirectorsBoard, the record date for determining Members entitled to notice of or to vote at or attend a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directorsto fix a record date. The Board shall promptly, but in all events within 10 days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board within 10 days after the date on which such a request is received, the record date for determining Members stockholders entitled to express consent to corporate corporation action in writing without a meeting is fixed meeting, if no prior action by the Board of Directorsis required by applicable law, the record date for such purpose Certificate of Incorporation or these Bylaws, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation in accordance with the manner set forth in these Bylaws. If no record date has been fixed by the Board and prior action by the Board is required by applicable law, the Certificate of Incorporation, or these Bylaws, the record date shall be at the close of business on the date on which the Board adopts the resolution taking such prior action.
(c) In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon on which the resolution fixing the record date is adoptedadopted by the Board, and shall not be more than 60 days prior to the date of the action. If no such record date is fixedfixed by the Board, the record date for determining Members for any such purpose shall be shall be at the close of business on the day on which the Board of Directors adopts the a resolution relating thereto.
Appears in 1 contract
Sources: Merger Agreement (Zila Inc)
Record Date. (ai) In order that the Company may determine the Members entitled to notice of or to vote at any meeting of Member the Members or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty (60) nor less than 10 two (2) days before the date of such meeting. If , or on such earlier date as the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at person or attend persons calling such meeting unless may deem necessary or appropriate in the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationscircumstances. If no record date is fixed by the Board of DirectorsBoard, the record date for determining Members entitled to notice of or to vote at or attend a meeting of the Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of the Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(bii) In order that the Company may determine the Members entitled to express consent to Company limited liability company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall not be more than 10 ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard. If no record date has been fixed by the Board, the record date for determining Members entitled to express consent to corporate limited liability company action in writing without a meeting is fixed meeting, when no prior action by the Board of Directorsis required by this Agreement, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that by delivery to its principal place of business, or an Officer or agent of the Company may determine having custody of the book in which proceedings of meetings of the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adoptedare recorded. If no such record date has been fixed by the Board and prior action by the Board is fixedrequired by this Agreement, the record date for determining Members for any such purpose entitled to consent to limited liability company action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Record Date. (a) In order that the Company Corporation may ----------- determine the Members entitled to notice of any meeting of Member or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a any meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of stockholders or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meetingthereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the date next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is has been fixed by the Board of Directors, the record date for such purpose determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation by delivery to its registered office in accordance with applicable the State, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law.
(c) , the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. [Section 213.]
Appears in 1 contract
Sources: Agreement and Plan of Contribution and Merger (Excalibur Technologies Corp)
Record Date. (a) In order that the Company Corporation may determine the Members shareholders entitled to notice of any meeting of Member shareholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 seventy (70) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members shareholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of Directors, the record date for determining Members shareholders entitled to notice of or to vote at or attend a meeting of Members shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members shareholders of record entitled to notice of or to vote at or attend a meeting of Members shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members shareholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members shareholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members shareholders entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company Corporation may determine the Members shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than seventy (70) days prior to such action. If no such record date is fixed, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
(c) Unless otherwise restricted by the Articles of Incorporation, in order that the Corporation may determine the shareholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 seventy (70) days after before the date upon which the resolution fixing the record date is adopted by the Board meeting or action requiring a determination of Directorsshareholders. If no record date for determining Members shareholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, (i) when no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation in accordance with applicable law.
, and (cii) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, if prior action by the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixedrequired by law, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Apollo Education Group Inc)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members the stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is has been fixed by the Board of Directors, the record date for such purpose determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation by delivery to its registered office in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment State of any distribution or allotment Delaware, its principal place of any rightsbusiness, or entitled an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. Delivery made to exercise any rights in respect of any changethe Corporation's registered office shall be by hand or by certified or registered mail, conversion or exchange of Shares or for the purpose of any other lawful action, return receipt requested. If no record date has been fixed by the Board of Directors may fix a record date, which record date shall not precede and prior action by the date upon which the resolution fixing the record date Board of Directors is adopted. If no such record date is fixedrequired by applicable law, the record date for determining Members for any such purpose stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Sources: Merger Agreement (Bioclinica Inc)
Record Date. (a) In order that the Company may determine the Members entitled to notice of any meeting of Member or any adjournment thereof, the The Board of Directors may fix in advance a date as a record datedate for the determination of the stockholders entitled to notice of or to vote at any meeting of stockholders or to express consent (or dissent) to corporate action without a meeting, which or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date shall not precede the date upon on which the resolution fixing the record date is adopted by the Board of Directorsadopted, and which such record date shall, unless otherwise required by law, shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be meeting (with respect to the record date for determining the Members stockholders entitled to vote at or attend notice of such meeting unless the Board of Directors determinesmeeting), at the time it fixes such record date, that a later date on or before nor more than 10 days after the date of the meeting shall be the adoption of a record date for making a consent without a meeting, nor more than 60 days prior to any other action to which such determinationsrecord date relates. If no record date is fixed by the Board of Directorsfixed, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding before the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding before the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders entitled to express consent to corporate action without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first consent is properly delivered to the corporation. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixed, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Sources: Merger Agreement (Palomar Medical Technologies Inc)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or and to vote at or attend a meeting of Members the stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix fix, as the record date for Members stockholders entitled to notice of such adjourned meeting meeting, the same or an earlier date as that fixed for determination of Members stockholders entitled to vote at the adjourned meeting in accordance herewith at or attend with the adjourned meetingforegoing provisions of this Section 11 of Article II.
(b) In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is has been fixed by the Board of Directors, the record date for such purpose determining stockholders entitled to consent to corporate action without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation in accordance with applicable law.
(cSection 228(d) In order that of the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, DGCL. If no record date has been fixed by the Board of Directors may fix a record date, which record date shall not precede and prior action by the date upon which the resolution fixing the record date Board of Directors is adopted. If no such record date is fixedrequired by applicable law, the record date for determining Members for any such purpose stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Sources: Merger Agreement (OptiNose, Inc.)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix fix, in advance, a record date, which record date shall not precede the date upon on which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty nor less than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members entitled to notice of or to vote at or attend a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; , provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) . In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is has been fixed by the Board of Directors, the record date for such purpose determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation by delivery to its registered office in accordance with applicable the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law.
(c) , the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. [Section 213.]
Appears in 1 contract
Record Date. (a) In order that For the Company may determine purposes of determining the Members Shareholders who are entitled to vote at, or otherwise entitled to notice of any meeting, the Directors may, without closing the transfer books, fix a date not more than sixty (60) nor less than ten (10) days prior to the date of such meeting of Member or any adjournment thereof, the Board of Directors may fix Shareholders as a record date, which date for the determination of the Persons to be treated as Shareholders of record for such purposes. The record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of DirectorsDirectors and the stock transfer books are not closed, the record date for determining Members Shareholders entitled to notice of or to vote at or attend a meeting of Members the Shareholders shall be at the later of (i) the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at mailed or (ii) the close of business on thirtieth (30th) day before the day next preceding the day on which the meeting is heldmeeting. A determination of Members Shareholders of record entitled to notice of or to vote at or attend a meeting of Members the Shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company Fund may determine the Members Shareholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Directors, the record date for determining Members Shareholders entitled to express consent to corporate action in writing without a meeting is fixed meeting, when no prior action by the Board of DirectorsDirectors is required by applicable law or the Charter, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Fund by delivery to its registered office in accordance with applicable law.
(c) In order that the Company may determine state in which the Members entitled to receive payment Fund was formed, its principal place of any distribution or allotment of any rightsbusiness, or entitled an officer or agent of the Fund having custody of the book in which proceedings of meetings of the Shareholders are recorded. Delivery made to exercise any rights in respect of any changethe Fund's registered office shall be by hand or by certified or registered mail, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adoptedreturn receipt requested. If no such record date has been fixed by the Directors and prior action by the Directors is fixedrequired by applicable law or the Charter, the record date for determining Members for any such purpose Shareholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Sources: Agreement and Declaration of Trust (BlackRock Global Opportunities Equity Trust)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix fix, in advance, a record datedate for stockholders entitled to receive notice of the meeting of stockholders or any other action, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less fewer than 10 days before the date of such meetingmeeting or other action. If the Board of Directors so fixes a datedate for the determination of stockholders entitled to receive notice of a meeting of stockholders, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of Directors, fixed: (1) the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (2) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith at or attend the adjourned meetingvote.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixed, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Sources: Stock Purchase Agreement (Double Eagle Acquisition Corp.)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of DirectorsBoard, the record date for determining Members stockholders entitled to notice of or and to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith with the foregoing provisions of this Section 3 at or attend the adjourned meeting.
(b) . In order that the Company Corporation may determine the Members stockholders entitled to express consent receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to Company action exercise any rights in writing without a meetingrespect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of Directors business on the day on which the Board adopts the resolution relating thereto. In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting in accordance with Section 228 of the DGCL, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall be not be more than 10 ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is has been fixed by the Board of DirectorsBoard, the record date for such purpose determining stockholders entitled to consent to corporate action without a meeting, when no prior action by the Board is required by the DGCL, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation in accordance with applicable law.
(cSection 228(d) In order that of the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adoptedDGCL. If no such record date has been fixed by the Board and prior action by the Board is fixedrequired by the DGCL, the record date for determining Members for any such purpose stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, the Board board of Directors directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty nor less than 10 ten days before the date of such meeting. If no such record date is fixed by the Board board of Directors so fixes a datedirectors, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board board of Directors directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) . In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board board of Directors directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors. If no such record date has been fixed by the board of directors, the record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed meeting, when no prior action by the Board board of Directorsdirectors is required by the General Corporation Law of the State of Delaware, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation by delivery to its registered office in accordance with applicable law.
(c) Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by the General Corporation Law of the State of Delaware, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action. In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board board of Directors directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board board of Directors directors adopts the resolution relating thereto.
Appears in 1 contract
Sources: By Laws (Eargo, Inc.)
Record Date. (a) In order that the Company Corporation may determine the Members entitled to notice of any meeting of Member or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a any meeting of Members shall be at the close of business on the day next preceding the day on which notice is givenstockholders, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten (10) days after the date upon which the resolution fixing the record date is adopted. If no such record date has been fixed by the Board of Directors and no prior action by the Board of Directors is fixedrequired by the Delaware General Corporation Law, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article 1, Section 9 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law with respect to the proposed action by written consent of the stockholders, the record date for determining Members for any such purpose stockholders entitled to consent to corporate action in writing shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Sources: Merger Agreement (Radiologix Inc)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty days nor less than 10 then ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members entitled to notice of or to vote at or attend a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting. If no record date is fixed, and in such case shall also fix as the record date for Members determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend a meeting of stockholders shall be at the adjourned meeting.
(b) close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date is fixed, the record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed meeting, when no prior action by the Board of DirectorsDirectors is required by statute, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation as provided in accordance with applicable law.
(c) Section 10 of Article I. If no record date is fixed and prior action by the Board of Directors is required, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action. In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for far the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which shall be not more than sixty days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretoto such purpose.
Appears in 1 contract
Record Date. (a) In order that the Company may to determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix fix, in advance, a record date, which record date shall not precede the date upon on which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 nor less than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members entitled to notice of or to vote at or attend a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, PROVIDED, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) . In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is has been fixed by the Board of Directors, the record date for such purpose determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation by delivery to its registered office in accordance with applicable the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law.
(c) , the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or rights of the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. [Section 213.]
Appears in 1 contract
Sources: By Laws (Lexmark International Inc)
Record Date. (a) In order that For the Company may determine purposes of determining the Members shareholders who are entitled to vote at or otherwise entitled to notice of any meeting, the Directors may, without closing the transfer books, fix a date not more than sixty (60) nor less than ten (10) days prior to the date of such meeting of Member or any adjournment thereof, the Board of Directors may fix shareholders as a record date, which date for the determination of the Persons to be treated as shareholders of record for such purposes. The record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of DirectorsDirectors and the stock transfer books are not closed, the record date for determining Members shareholders entitled to notice of or to vote at or attend a meeting of Members the shareholders shall be at the close of business on the day next immediately preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next immediately preceding the day on which the meeting is held. A determination of Members of record shareholders entitled to notice of or to vote at or attend a meeting of Members the shareholders of record shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company Fund may determine the Members shareholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Directors and no prior action by the Directors is required by applicable binding law or the Charter to take such action, the record date for determining Members shareholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Fund by delivery to its registered office in accordance with applicable law.
(c) In order that the Company may determine state in which the Members entitled to receive payment Fund was formed, its resident agent, its principal place of any distribution or allotment of any rightsbusiness, or entitled an officer or agent of the Fund having custody of the book in which proceedings of meetings of the shareholders are recorded. Delivery made to exercise any rights in respect of any changethe Fund’s registered office shall be by hand or by certified or registered mail, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adoptedreturn receipt requested. If no such record date has been fixed by the Directors and prior action by the Directors is fixedrequired by applicable binding law or the Charter, the record date for determining Members for any such purpose shareholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Sources: Agreement and Declaration of Trust (Blackrock Core Bond Trust)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board of Directors may may, except as otherwise required by law, fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or and to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith with the foregoing provisions of this Section 3 at or attend the adjourned meeting.
(b) . In order that the Company Corporation may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Engility Holdings, Inc.)
Record Date. (a) In order that the Company may to determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix fix, in advance, a record date, which record date shall not precede the date upon on which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty nor less than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members entitled to notice of or to vote at or attend a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; , provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) . In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is has been fixed by the Board of Directors, the record date for such purpose determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation by delivery to its registered office in accordance with applicable the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law.
(c) , the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or rights of the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Record Date. (a) In order that the Company may to determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix fix, in advance, a record date, which record date shall not precede the date upon on which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty nor less than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members entitled to notice of or to vote at or attend a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; , provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) . 10 122 KIRI INC. In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or rights of the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Record Date. (ai) In order that the Company Group may determine the Members entitled to notice of or to vote at any meeting of Member the Members or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty (60) nor less than 10 two (2) days before the date of such meeting. If , or on such earlier date as the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at person or attend persons calling such meeting unless may deem necessary or appropriate in the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationscircumstances. If no record date is fixed by the Board of DirectorsBoard, the record date for determining Members entitled to notice of or to vote at or attend a meeting of the Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of the Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(bii) In order that the Company Group may determine the Members entitled to express consent to Company limited liability company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall not be more than 10 ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard. If no record date has been fixed by the Board, the record date for determining Members entitled to express consent to corporate limited liability company action in writing without a meeting is fixed meeting, when no prior action by the Board of Directorsis required by this Agreement, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to Group by delivery to its principal place of business, or an Officer or agent of Group having custody of the Company book in accordance with applicable law.
(c) In order that the Company may determine which proceedings of meetings of the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adoptedare recorded. If no such record date has been fixed by the Board and prior action by the Board is fixedrequired by this Agreement, the record date for determining Members for any such purpose entitled to consent to limited liability company action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Sources: Restructuring Support Agreement (Global Brokerage, Inc.)
Record Date. (aA) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall, unless otherwise required by applicable law, not be more than 60 nor less than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of DirectorsBoard, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith at or attend the adjourned meeting.
(bB) In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
(C) Unless otherwise restricted by the Amended and Restated Certificate of Incorporation of the Corporation, as it may be amended from time to time (the “Certificate of Incorporation”), in order that the Corporation may determine the stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard. If no record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board, (i) when no prior action of the Board of Directorsis required by applicable law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation in accordance with applicable law.
, and (cii) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, if prior action by the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixedrequired by applicable law, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall, unless otherwise required by lawthe DGCL, not be more than 60 nor less than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of DirectorsBoard, the record date for determining Members stockholders entitled to notice of or and to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company Corporation may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Sources: Merger Agreement (Breeze Holdings Acquisition Corp.)
Record Date. (a) In order that the Company corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, the Board board of Directors directors may fix a record date, which record date shall not not-precede the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty days nor less than 10 then ten days before the date of such meeting. If the Board A determination of Directors so fixes a date, such date shall also be the stockholders of record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding before the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding before the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board board of Directors directors may fix a record date, which record date shall not precede the date upon which the resolution fixing [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. the record date is adopted by the Board board of Directorsdirectors, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors. If no record date is fixed, the record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed meeting, when no prior action by the Board board of Directorsdirectors is required by statute, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company corporation as provided in accordance with applicable law.
(c) Section 10 of Article I. If no record date is fixed and prior action by the board of directors is required, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the board of directors adopts the resolution taking such prior action. In order that the Company corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board board of Directors directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which shall be not more than sixty days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board board of Directors directors adopts the resolution relating theretoto such purpose.
Appears in 1 contract
Sources: License Agreement (Abpro Corp)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board of Directors may may, except as otherwise required by law, fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be less than 10 days nor more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or and to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith with the foregoing provisions of this Section 3 of Article VI at or attend the adjourned meeting.
(b) . In order that the Company Corporation may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Sources: Master Reorganization Agreement (Linn Energy, Inc.)
Record Date. (a) In order that For the Company may determine purpose of determining the Members shareholders for any ----------- purpose other than for determining shareholders entitled to notice of any meeting of Member and to vote at an annual or any adjournment thereofspecial shareholders meeting, the Board of Directors may shall fix a record date, which record date shall be not precede more than seventy days before the date upon which the resolution fixing written notice of the record date is adopted delivered to the shareholders. If no record date is set by the Board of Directors, and which the record date shallshall be determined as follows: for determining shareholders entitled to demand a special meeting, unless otherwise required by law, not be more than 60 nor less than 10 days before the record date is the date of the first such meeting. If demand is delivered to the Corporation; and for determining shareholders entitled to a share dividend, the record date is the date the Board of Directors so fixes a date, such date shall also be authorizes the dividend. For determining shareholders entitled to notice of and to vote at an annual or special shareholders meeting the record date for determining is as of the Members close of business on the date that is seven days after notice of the record date is first delivered or deemed delivered to the shareholders entitled to notice thereof; provided, however, that no record date shall occur within the last five calendar days of a calendar quarter. When a determination of the shareholders entitled to vote at or attend such any meeting has been made, that determination shall apply to any adjournment of the meeting, unless the Board of Directors determines, at the time it fixes such a new record date, that . The Board of Directors shall fix a later new record date on or before if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. Notwithstanding anything contained herein to the contrary, irrespective of the meeting shall be the date for making such determinations. If no record date whether prior action is fixed required by the Board of Directors, the record date for determining Members shareholders entitled to notice of or to vote at or attend a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company take action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that Corporation by the Company may determine holders of at least 95% of the Members outstanding stock of each voting group entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixed, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretovote thereon.
Appears in 1 contract
Record Date. (a) In order that the Company may determine the Members entitled to notice of any meeting of Member Members or any adjournment thereof, the Board of Directors may fix a record dateRecord Date, which record date Record Date shall not precede the date upon which the resolution fixing the record date Record Date is adopted by the Board of Directors, and which record date Record Date shall, unless otherwise required by applicable law, not be more than 60 nor less than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date Record Date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record dateRecord Date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date Record Date is fixed by the Board of Directors, the record date Record Date for determining Members entitled to notice of or to vote at or attend a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at or attend a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date Record Date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date Record Date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixed, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Fortis Minerals, LLC)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall, unless otherwise required by law, not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of DirectorsBoard, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) . In order that the Company Corporation may determine the Members entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares capital stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adoptedbe more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Appears in 1 contract
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or and to vote at or attend a meeting of Members the stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix fix, as the record date for Members stockholders entitled to notice of such adjourned meeting meeting, the same or an earlier date as that fixed for determination of Members stockholders entitled to vote at the adjourned meeting in accordance herewith at or attend with the adjourned meetingforegoing provisions of this Section 11 of this Article II.
(b) In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is has been fixed by the Board of Directors, the record date for such purpose determining stockholders entitled to consent to corporate action without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation in accordance with applicable law.
(cSection 228(d) In order that of the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, DGCL. If no record date has been fixed by the Board of Directors may fix a record date, which record date shall not precede and prior action by the date upon which the resolution fixing the record date Board of Directors is adopted. If no such record date is fixedrequired by applicable law, the record date for determining Members for any such purpose stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Sources: Merger Agreement (Kellanova)
Record Date. (a) In order that For the Company may determine the Members purpose of determining stockholders entitled to notice of or to vote at any meeting of Member stockholders, or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the Board purpose of Directors any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors, and which record for any such determination of stockholders, such date shall, unless otherwise required by law, in any case to be not be more than 60 nor days and not less than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled prior to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsnor more than 60 days prior to any other action. If no record date is fixed by the Board of Directors, the fixed:
(i) The record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. .
(ii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.
(iii) A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board board of Directors directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board board of Directors directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors. If no record date has been fixed by the board of directors, the record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed meeting, when no prior action by the Board board of Directorsdirectors is required by law or these bylaws, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation by delivery to its registered office in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment State of any distribution or allotment Delaware, its principal place of any rightsbusiness, or entitled an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to exercise any rights the Corporation's registered office in respect the State of any changeDelaware, conversion principal place of business, or exchange of Shares such officer or for the purpose of any other lawful actionagent shall be by hand or by certified or registered mail, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adoptedreturn receipt requested. If no such record date has been fixed by the board of directors and prior action by the board of directors is fixedrequired by law or these bylaws, the record date for determining Members for any such purpose stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board board of Directors directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Sources: Merger Agreement (Ero Inc)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty (60) nor less than 10 ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members the stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meetingmeeting or request that the Board of Directors call a Special Meeting of Stockholders pursuant to Section 3 of Article II, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent or request that the Board of Directors call a Special Meeting pursuant to Section 3 of Article II shall, by written notice to the Secretary of the Corporation, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten (10) days of the date on which such a request is received, the record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed by or request that the Board of DirectorsDirectors call a Special Meeting pursuant to Section 3 of Article II, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken or on which a signed request by a stockholder to call a Special Meeting pursuant to Section 3 of Article II (as applicable) is delivered to the Company Corporation by delivery to its registered office in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment State of any distribution or allotment Delaware, its principal place of any rightsbusiness, or entitled an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded, to exercise any rights in respect the attention of any change, conversion or exchange the Secretary of Shares or for the purpose of any other lawful action, Corporation. Delivery made to the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixed, the record date for determining Members for any such purpose Corporation’s registered office shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretoby hand or by certified or registered mail, return receipt requested.
Appears in 1 contract
Record Date. (a) In order that the Company corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, the Board board of Directors directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty nor less than 10 ten days before the date of such meeting. If no such record date is fixed by the Board board of Directors so fixes a datedirectors, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board board of Directors directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) . In order that the Company corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board board of Directors directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board board of Directorsdirectors. If no such record date has been fixed by the board of directors, the record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed meeting, when no prior action by the Board board of Directorsdirectors is required by the General Corporation Law of the State of Delaware, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company corporation by delivery to its registered office in accordance with applicable law.
(c) Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by said General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action. In order that the Company corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board board of Directors directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board board of Directors directors adopts the resolution relating thereto.
Appears in 1 contract
Sources: Merger Agreement (Ims Health Inc)
Record Date. (a) In order that For purposes of determining the Company may determine the Members Shareholders entitled to notice of any or to vote at a meeting of Member the Shareholders or any adjournment thereofto give approvals without a meeting as provided in Section 9.11, the Board of Directors may fix set a record datedate ("Record Date"), which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be less than 10 nor more than 60 nor less than 10 days before the date of such the meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date Record Date is fixed by the Board of Directors, the record date Record Date for determining Members Shareholders entitled to notice of or to vote at or attend a meeting of Members Shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members Shareholders of record entitled to notice of or to vote at or attend a meeting of Members Shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date Record Date for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members Shareholders entitled to express consent to Company action in writing without a meeting, the Board of Directors may fix a record dateRecord Date, which record date Record Date shall not precede the date upon which the resolution fixing the record date Record Date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date Record Date is adopted by the Board of Directors. If no record date for determining Members entitled to express consent to corporate action in writing without a meeting is Record Date has been fixed by the Board of Directors, the record date Record Date for such purpose determining Shareholders entitled to consent to action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its registered office in accordance with applicable law.
(c) In order that Delaware, its principal place of business or an Officer or agent of the Company may determine having custody of the Members entitled book in which proceedings of meetings of Shareholders are recorded. Delivery made to receive payment of any distribution the Company's registered office shall be by hand or allotment of any rightsby certified or registered mail, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, return receipt requested. If no Record Date has been fixed by the Board of Directors may fix a record date, which record date shall not precede and prior action by the date upon which the resolution fixing the record date Board of Directors is adopted. If no such record date is fixedrequired, the record date Record Date for determining Members for any such purpose Shareholders entitled to consent to action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Mariner Energy LLC)
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of or to vote at any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, shall not be more than 60 sixty days nor less than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directors, the record date for determining Members entitled to notice of or to vote at or attend a meeting of Members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members entitled to vote at or attend the adjourned meeting. If no record date is fixed, and in such case shall also fix as the record date for Members determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend a meeting of stockholders shall be at the adjourned meeting.
(b) close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. In order that the Company Corporation may determine the Members stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date is fixed, the record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed meeting, when no prior action by the Board of DirectorsDirectors is required by statute, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation as provided in accordance with applicable law.
(c) Section 10 of Article I. If no record date is fixed and prior action by the Board of Directors is required, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action. In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of Shares stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which shall be not more than sixty days prior to such action. If no such record date is fixed, the record date for determining Members stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretoto such purpose.
Appears in 1 contract
Record Date. (a) In order that the Company Corporation may determine the Members stockholders entitled to notice of any meeting of Member stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall, unless otherwise required by applicable law, not be more greater than 60 nor less fewer than 10 ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members stockholders entitled to vote at or attend such meeting meeting, unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinationsdetermination. If no record date is fixed by the Board of DirectorsBoard, the record date for determining Members stockholders entitled to notice of or to vote at or attend a meeting of Members stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members stockholders of record entitled to notice of or to vote at or attend a meeting of Members stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of Members stockholders entitled to vote at or attend the adjourned meeting, and in such case shall also fix as the record date for Members stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Members stockholders entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company Corporation may determine the Members stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be greater than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
(c) Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to Company corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard, and which record date shall not be more than 10 ten days after the date upon which the resolution fixing the record date is adopted by the Board of DirectorsBoard. If no record date for determining Members stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board, (i) when no prior action of the Board of Directorsis required by applicable law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company Corporation in accordance with applicable law.
, and (cii) In order that the Company may determine the Members entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, if prior action by the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is fixedrequired by applicable law, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating theretotaking such prior action.
Appears in 1 contract
Sources: Business Combination Agreement (Climate Change Crisis Real Impact I Acquisition Corp)
Record Date. (a) In order that For the Company may determine the Members purpose of determining Shareholders entitled to notice of any at a meeting of Member Shareholders or any an adjournment thereofof a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon on which the resolution fixing the record date is adopted by the Board of Directors, and which record Board. The date shall, unless otherwise required by law, shall not be more than 60 sixty (60) days nor less than 10 ten (10) days before the date of such the meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the Members entitled to vote at or attend such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determinations. If no record date is fixed by the Board of Directorsnot fixed, the record date for determining Members determination of Shareholders entitled to notice of or to vote at or attend a meeting of Members Shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, or if no notice is waivedgiven, at the close of business on the day next preceding the day on which the meeting is held. A When a determination of Members Shareholders of record entitled to notice of or to vote at or attend a meeting of Members shall apply Shareholders has been made as provided in this section, the determination applies to any adjournment of the meeting; provided, however, that unless the Board of Directors may fix fixes a new record date under this section for determination of Members entitled to vote at or attend the adjourned meeting, and in such case shall also fix as . For the record date for Members entitled to notice purpose of such adjourned meeting the same or an earlier date as that fixed for determination of Members entitled to vote in accordance herewith at or attend the adjourned meeting.
(b) In order that the Company may determine the Members determining Shareholders entitled to express consent to Company action in writing or dissent from a proposal without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon on which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 ten (10) days after the Board resolution. If a record date upon is not fixed and prior action by the Board is required with respect to the corporate action to be taken without a meeting, the record date shall be the close of business on the day on which the resolution of the Board is adopted. If a record date is not fixed and prior action by the Board is not required, the record date shall be the first date on which a signed written consent is delivered to the Corporation as provided in the DGCL. For the purpose of determining Shareholders entitled to receive payment of a share dividend or distribution, or allotment of a right, or for the purpose of any other action, the Board may fix a record date, which shall not precede the date on which the resolution fixing the record date is adopted by the Board of DirectorsBoard. If no record The date for determining Members entitled to express consent to corporate action in writing without a meeting is fixed by shall not be more than sixty (60) days before the Board of Directors, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law.
(c) In order that the Company may determine the Members entitled to receive payment of any the share dividend or distribution or allotment of any rights, a right or entitled to exercise any rights in respect of any change, conversion or exchange of Shares or for the purpose of any other lawful action, the Board of Directors may fix . If a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no such record date is not fixed, the record date for determining Members for any such purpose shall be at the close of business on the day on which the resolution of the Board of Directors adopts relating to the resolution relating theretocorporate action is adopted.
Appears in 1 contract