Common use of Closing of Transfer Books and Fixing of Record Date Clause in Contracts

Closing of Transfer Books and Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may, by resolution, fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired.

Closing of Transfer Books and Fixing of Record Date. For The Board of Directors shall have the purpose power to close the transfer books of determining shareholders entitled the Corporation of a period not exceeding 70 days prior to notice the date of or to vote at any meeting of shareholders or any adjournment thereofshareholders, or shareholders entitled to receive the date for payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed date for the purpose allotment of determining shareholders entitled to notice rights, or the date when any change or conversion or exchange of or to vote at a meeting of shareholders, such books shares shall be closed for at least ten (10) days immediately preceding such meetinggo into effect. In lieu of so closing the stock transfer books, the Board of Directors may, by resolution, may fix in advance a date as the record date for any such the determination of shareholdersthe shareholders entitled to notice of and to vote at any meeting and any adjournment thereof, such date or entitled to receive payment of any dividend or any allotment of rights, or entitled to exercise the rights in respect of any case change, conversion or exchange of shares, up to be not more than sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) 70 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect. In such case only the shareholders who are shareholders of record on the date of closing of the transfer books or on the record date so fixed shall be entitled to receive notice of and to vote at such meeting and any adjournment thereof, or to receive payment of a such dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring to receive such dividend is adoptedallotment or rights, or to exercise such rights as the case may be, shall be notwithstanding any transfer of any shares on the books of the Corporation after the date of closing of the transfer books or the record date fixed as aforesaid. If the Board of Directors does not close the transfer books or set a record date for such the determination of shareholders. When a determination of the shareholders entitled to notice of and to vote at any meeting of shareholders, only the shareholders has been made as provided in this section, such determination who are shareholders of record at the close of business on the 20th day preceding the date of the meeting shall apply be entitled to notice of and to vote at the meeting and any adjournment thereof except where the determination has been made through the closing of the stock transfer books meeting, except that, if prior to the meeting written waivers of notice of the meeting are signed and delivered to the stated period Corporation by all of closing has expiredthe shareholders of record at the time the meeting is convened, only the shareholders who are shareholders of record at the time the meeting is convened shall be entitled to vote at the meeting, and any adjournment of the meeting.