Members Meeting. NYBOT will take, in accordance with applicable Law and its certificate of incorporation and bylaws, all action necessary to convene a meeting of its Members (the “NYBOT Members Meeting”) on a date determined in accordance with the mutual agreement of ICE and NYBOT (the “Meeting Date”), which date shall be as promptly as practicable (but in no event more than 35 calendar days) after the S-4 Registration Statement is declared effective, to consider and vote upon the adoption and approval of this Agreement. Subject to fiduciary obligations under applicable Law, the Board of Directors of NYBOT shall recommend such adoption or approval, as the case may be, and shall take all lawful action to solicit such adoption and approval. Prior to the NYBOT Members Meeting, the Board of Directors of NYBOT may withhold, withdraw, qualify or modify its recommendation of the adoption or approval of this Agreement and the Merger if the Board of Directors of NYBOT determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with its fiduciary obligations under applicable Law (a “Change in NYBOT Recommendation”); provided, however, that no Change in NYBOT Recommendation may be made until after at least 48 hours following ICE’s receipt of notice from NYBOT advising that management of NYBOT intends to recommend to the Board of Directors of NYBOT that it take such action and the basis therefor. In determining whether to make a NYBOT Change in Recommendation in response to a Superior Proposal or otherwise, the Board of Directors of NYBOT shall take into account any changes to the terms of this Agreement proposed by ICE and any other information provided by ICE in response to such notice. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.4, including with respect to the notice period referred to in this Section 6.4. In the event of a Change in NYBOT Recommendation, NYBOT shall nevertheless submit this Agreement to its Members for adoption at the NYBOT Members Meeting unless this Agreement shall have been terminated in accordance with its terms prior to the NYBOT Members Meeting. Table of Contents
Members Meeting. Section 7.4(a) of the Merger Agreement is amended and restated as follows (deleted text is struck through):
Members Meeting. Parent shall, as promptly as reasonably practicable after the date hereof, duly set a record date for, call, give notice of, convene and hold a special meeting of Members (the “Members’ Meeting”) for the purpose of obtaining the Member Approval as promptly as reasonably practicable following the date upon which the Proxy Statement is cleared by the SEC (with the record date and meeting date to be set by the Parent Board). Subject to the terms of this Agreement, the Parent Board shall recommend that the Members vote in favor of approval of the transactions contemplated by this Agreement. Parent shall comply with the DLLCA, Parent’s certificate of formation, the Operating Agreement, and the Exchange Act in connection with the Members’ Meeting, including preparing and delivering the Proxy Statement to the Members as required pursuant to the Exchange Act and Section 7.1(b) below. Subject to the terms of this Agreement, Parent shall use its commercially reasonable efforts to (i) solicit from its members proxies in favor of approval of the transactions contemplated by this Agreement in compliance in all material respects with all Legal Requirements, and (ii) secure any other approval of the Members that is required by Legal Requirement to effect the transactions contemplated hereby.
Members Meeting. The Members Meeting is the supreme authority of the Company. The Members Meeting may be ordinary (an "Ordinary Members Meeting") or extraordinary (an "Extraordinary Members Meeting"), depending on the matters to be discussed at each meeting. Members Meetings shall be held at the corporate domicile of the Company and Members may attend such meetings by telephone or videoconference. According to the Code, resolutions may be adopted outside of Members Meetings by unanimous written consent of all of the Members. An Ordinary Members Meeting shall be held at least once a year within the four (4) months following the closing of each fiscal period. Ordinary Members Meetings may be those called to discuss any of the matters that are not expressly reserved by this Agreement to the Extraordinary Members Meeting. The matters reserved for Extraordinary Members Meetings are any matters that are identified as Extraordinary Resolutions pursuant to Section 5.7 below. -----------
Members Meeting. 6 5.2 Calling a Members Meeting; Agenda............................................ 6 5.3
Members Meeting. IMRF retirement qualification may participate in the DISTRICT’s group rate in accordance with Section 15.3 of this agreement. Pre-certification requirements, penalties, co-payments, deductibles are covered within the Employee’s selected plan. Employees should refer to their individual plan requirements.
Members Meeting. Prior to the Closing Date, the Seller shall undertake all necessary measures for the convocation of a general meeting of the members of the Company to be held on or prior to the Closing Date, at which (a) the transfer of the Company Interests shall be approved, (b) the individuals nominated by the Purchaser and notified to the Seller in advance shall be appointed as directors of the Company and (c) the change of the Company name and other items of the articles of association of the Company, as specified by the Purchaser and notified to the Seller in advance, shall be approved.
Members Meeting. A meeting of the Members shall be held, at which it shall be resolved that:
Members Meeting. The Company shall take all action in accordance --------------- with applicable Laws and its Organizational Documents necessary to duly call, give notice of, convene and hold a meeting of the Members to be held on the earliest practicable date, following the date the Form S-4 is deemed effective by the SEC, determined in consultation with CenterPoint to consider and vote upon approval of the Conversion, the Merger, this Agreement and the transactions contemplated hereby. The Company shall solicit the approval of the Conversion, the Merger, this Agreement and the transactions contemplated hereby by the Members, and the Operating Committee of Management and the Board of Directors of the Company shall recommend approval of the Conversion, the Merger, this Agreement and the transactions contemplated hereby by the Members.
Members Meeting. B-23 Members' Releases .......................................................B-13 Members Required Vote....................................................B-32 Members' Interests .......................................................B-1 Members' Releases .......................................................B-13 Merger Sub ...............................................................B-1 Merger Sub Stock .........................................................B-2 Orders ..................................................................B-47 Outside Confidentiality Agreement........................................B-48 Parent Merger ............................................................B-1 Parent Surviving Corporation..............................................B-4 Patents .................................................................B-41 Paying Member Indemnitor.................................................B-65 Per Unit Cash Consideration...............................................B-5 Per Unit LLC Consideration................................................B-5 Permits .................................................................B-16 Permitted Liens .........................................................B-37
