Common use of Annual Meetings of Stockholders Clause in Contracts

Annual Meetings of Stockholders. (i) Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto) delivered pursuant to Section 2.3, (B) by or at the direction of the Board or any authorized committee thereof or (C) by any stockholder of the Corporation who is entitled to vote on such election or such other business at the meeting, who has complied with the notice procedures set forth in subparagraphs (ii) and (iii) of this Section 2.12(a) and who was a stockholder of record at the time such notice was delivered to the Secretary of the Corporation.

Appears in 3 contracts

Samples: Business Combination Agreement (CF Acquisition Corp. VI), Agreement and Plan of Merger (Gores Holdings VIII Inc.), Agreement and Plan of Merger (Gores Holdings VIII Inc.)

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Annual Meetings of Stockholders. (i1) Nominations of persons for election to the Board board of directors of the Corporation and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (Aa) pursuant to the Corporation’s notice of meeting (or any supplement thereto) delivered pursuant to Section 2.3), (Bb) by or at the direction of the Board board of directors or any authorized committee thereof or (Cc) by any stockholder of the Corporation who was a stockholder of record of the Corporation at the time the notice provided for in this Section 2.13 is delivered to the secretary of the Corporation, who is entitled to vote on such election or such other business at the meeting, meeting and who has complied complies with the notice procedures set forth in subparagraphs (ii) and (iii) of this Section 2.12(a) and who was a stockholder of record at the time such notice was delivered to the Secretary of the Corporation2.13.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Cogint, Inc.), Merger Agreement and Plan of Reorganization (Tiger Media, Inc.)

Annual Meetings of Stockholders. (i) Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (A) as provided in the Investor Rights Agreement, (B) pursuant to the Corporation’s notice of meeting (or any supplement thereto) delivered pursuant to Section 2.3, (BC) by or at the direction of the Board or any authorized committee thereof or (CD) by any stockholder of the Corporation who is entitled to vote on such election or such other business at the meeting, who has complied with the notice procedures set forth in subparagraphs (ii) and (iii) of this Section 2.12(a) and who was a stockholder of record at the time such notice was delivered to the Secretary of the Corporation.

Appears in 2 contracts

Samples: Business Combination Agreement (Dragoneer Growth Opportunities Corp. II), Letter Agreement (Mudrick Capital Acquisition Corp. II)

Annual Meetings of Stockholders. (i1) Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (Aa) pursuant to the Corporation’s notice of meeting (or any supplement thereto) delivered pursuant to Section 2.3in accordance with these Bylaws, (Bb) by or at the direction of the Board of Directors or any authorized committee thereof or (Cc) by any stockholder of the Corporation who is entitled to vote on such election or such other business at the meeting, who has complied with the notice procedures set forth in subparagraphs paragraphs (iiA)(2) and (iiiA)(3) of this Section 2.12(a) 10 and who was a stockholder of record at the time such notice was is delivered to the Secretary of the Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Edify Acquisition Corp.), Agreement and Plan of Merger (Unique Logistics International, Inc.)

Annual Meetings of Stockholders. (i) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto) delivered pursuant to Section 2.31.3 of these By-Laws, (B) otherwise properly brought before the meeting by or at the direction of the Board or any authorized committee thereof of Directors or (C) by any stockholder of the Corporation who is entitled to vote on at the meeting in such election or on such other business at matter (as the meetingcase may be), who has complied with the notice procedures set forth in subparagraphs (ii2) and (iii3) of this Section 2.12(aparagraph (a) of this By-Law and who was a stockholder of record at the time such notice was is delivered to the Secretary of the Corporation.

Appears in 2 contracts

Samples: Rights Agreement (Toronto Dominion Bank), Agreement and Plan of Merger (Banknorth Group Inc/Me)

Annual Meetings of Stockholders. (i) Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders Stockholders may be made at an annual meeting of stockholders only Stockholders (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto) delivered pursuant to Section 2.32.04 of these Amended and Restated By-laws, as amended from time to time (these “By-laws”), (B) by or at the direction of the Board or any authorized committee thereof or (C) by any stockholder of the Corporation Stockholder who is entitled to vote on such election or such other business at the meeting, who has complied with the notice procedures set forth in subparagraphs (iiSection 2.07(a)(ii) and (iii) of this Section 2.12(a2.07(a)(iii) and who was a stockholder Stockholder of record at the time such notice was is delivered to the Secretary of the CorporationSecretary.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Crown Castle International Corp)

Annual Meetings of Stockholders. (i) Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (Aa) pursuant to the Corporation’s notice of meeting (or any supplement thereto) delivered pursuant to Article I, Section 2.32 of these By-Laws, (Bb) by or at the direction of the Board or any authorized committee thereof thereof, or (Cc) by any stockholder of the Corporation who is entitled to vote on such election or such other business at the meeting, who has complied with the notice procedures set forth in subparagraphs (ii) and (iii) of this Section 2.12(aparagraph (A) of this By-Law and who was a stockholder of record at the time such notice was is delivered to the Secretary of the Corporation.

Appears in 1 contract

Samples: Stockholders Agreement (AGA Medical Holdings, Inc.)

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Annual Meetings of Stockholders. (i) Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only as provided (Aa) pursuant to in the Corporation’s notice of meeting (or any supplement thereto) delivered pursuant to Section 2.3, (Bb) by or at the direction of the Board or any authorized committee thereof or (Cc) by any stockholder of the Corporation who is entitled to vote on such election or such other business at the meeting, who has complied with the notice procedures set forth in subparagraphs (ii) and (iii) of this Section 2.12(a) and who was a stockholder of record at the time such notice was delivered to the Secretary of the Corporation.

Appears in 1 contract

Samples: Limited Liability Company Agreement (VPC Impact Acquisition Holdings)

Annual Meetings of Stockholders. (i) Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (Aa) as provided in the Investor Rights Agreement, (b) pursuant to the Corporation’s notice of meeting (or any supplement thereto) delivered pursuant to Section 2.3, (Bc) by or at the direction of the Board or any authorized committee thereof or (Cd) by any stockholder of the Corporation who is entitled to vote on such election or such other business at the meeting, who has complied with the notice procedures set forth in subparagraphs (ii) and (iii) of this Section 2.12(a) and who was a stockholder of record at the time such notice was delivered to the Secretary of the Corporation.

Appears in 1 contract

Samples: Business Combination Agreement (dMY Technology Group, Inc.)

Annual Meetings of Stockholders. (i) Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (Aa) as provided in the Investor Rights Agreement, (b) pursuant to the Corporation’s 's notice of meeting (or any supplement thereto) delivered pursuant to Section 2.3, (Bc) by or at the direction of the Board or any authorized committee thereof or (Cd) by any stockholder of the Corporation who is entitled to vote on such election or such other business at the meeting, who has complied with the notice procedures set forth in subparagraphs (ii) and (iii) of this Section 2.12(a) and who was a stockholder of record at the time such notice was delivered to the Secretary of the Corporation.

Appears in 1 contract

Samples: Business Combination Agreement (dMY Technology Group, Inc.)

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