Common use of Annual Meetings of Stockholders Clause in Contracts

Annual Meetings of Stockholders. (1) 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), (B) by or at the direction of the Board of Directors, or (C) by any stockholder of the Corporation who (i) was a stockholder of record of the Corporation at the time the notice provided for in this Section 7 is delivered to the Secretary of the Corporation and at the time of the annual meeting, (ii) is entitled to vote at the meeting, and (iii) complies with the notice procedures set forth in this Section 7 as to such business or nomination. Except as provided by clause (a)(4) of this Section 7, clause (C) of the preceding sentence shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, in each case, as amended (the “Exchange Act”) and included in the Corporation’s proxy statement) at an annual meeting of stockholders.

Annual Meetings of Stockholders. (1) 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 (Aa) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (Bb) by or at the direction of the Board, any committee thereof, the Chairman of the Board of Directors, or the Chief Executive Officer or (Cc) by any stockholder of the Corporation who (i) was a stockholder of record of the Corporation at the time the notice provided for in this Section 7 1.10 is delivered to the Secretary of the Corporation and at the time of the annual meeting, (ii) who is entitled to vote at the meeting, meeting and (iii) who complies with the notice procedures set forth in this Section 7 as to such business or nomination1.10. Except as provided by clause (a)(4) For the avoidance of doubt, the procedures set forth in this Section 7, clause (C) of the preceding sentence 1.10 shall be the exclusive means for a stockholder to make nominations or submit proposals for other business for an annual meeting of stockholders (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, in each case, as amended (the “Exchange Act”) or any successor rule thereto and included in the Corporation’s proxy statement) at an statement that has been prepared to solicit proxies for such annual meeting of stockholdersmeeting).

Annual Meetings of Stockholders. (1) Nominations At any annual meeting of the stockholders, only such nominations of persons for election to the Board of Directors of and only other business shall be considered or conducted, as shall have been properly brought before the Corporation meeting. For nominations to be properly made at an annual meeting, and the proposal proposals of other business to be considered by the stockholders may be made at properly brought before an annual meeting meeting, nominations and proposals of stockholders only other business must be: (Aa) pursuant to the Corporation’s notice of meeting (or any supplement thereto)meeting, (Bb) by or at the direction of the Board of Directors, Directors or (Cc) by any stockholder of the Corporation who (i) was a stockholder of record of the Corporation at the time the of giving of notice provided for in this Section 7 is delivered to the Secretary of the Corporation Bylaw and at the time of the annual meeting, (ii) is entitled to vote at the meeting, meeting and (iii) complies with the notice procedures set forth in this Section 7 Bylaw as to such business or nomination. Except as provided by ; clause (a)(4c) of this Section 7, clause (C) of the preceding sentence shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, in each case, as amended (the “Exchange Act”) and included in the Corporation’s proxy statementnotice of meeting) at before an annual meeting of stockholders.