Common use of Notice of Shareholder Business Clause in Contracts

Notice of Shareholder Business. At any meeting of the shareholders, only such business may be conducted as shall have been properly brought before the meeting, and as shall have been determined to be lawful and appropriate for consideration by shareholders at the meeting. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting given in accordance with Section 4 of this Article I, (b) otherwise properly brought before the meeting by or at the direction of the board of directors or the chief executive officer, or (c) otherwise properly brought before the meeting by a shareholder. For business to be properly brought before an annual meeting by a shareholder pursuant to clause (c) above, the shareholder must have given timely notice thereof in writing to the secretary of the corporation. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal office of the corporation, not less than ninety days nor more than one hundred twenty days prior to the first anniversary date of the annual meeting for the preceding year; provided, however, if and only if the annual meeting is not scheduled to be held within a period that commences thirty days before such anniversary date and ends thirty days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Annual Meeting Date”), such shareholder notice shall be given in the manner provided herein by the close of business on the later of (i) the date ninety days prior to such Other Annual Meeting Date or (ii) the tenth day following the date such Other Annual Meeting Date is first publicly announced or disclosed. A shareholder’s notice to the secretary shall set forth as to each matter the shareholder proposes to bring before the meeting (a) a brief description of the business desired to be brought before the meeting, including the text of any proposal to be presented, (b) the name and address, as they appear on the corporation’s stock records, of the shareholder proposing such business, (c) the class and number of shares of the corporation which are beneficially owned by the shareholder, and (d) any interest of the shareholder in such business. Only such business shall be brought before a special meeting of shareholders as shall have been specified in the notice of meeting given in accordance with Section 4 of this Article I. In no event shall the adjournment of an annual meeting or special meeting, or any announcement thereof, commence a new period for the giving of a shareholder’s notice as provided in this Section 10. Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at a meeting except in accordance with the procedures set forth in this Section 10. The person presiding at the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the bylaws, or that business was not lawful or appropriate for consideration by shareholders at the meeting, and if he should so determine, he shall so declare to the meeting and any such business shall not be transacted. (Last amended November 11, 1999).

Notice of Shareholder Business. At any meeting of the shareholders, only such business may be conducted as shall have been properly brought before the meeting, and as shall have been determined to be lawful and appropriate for consideration by shareholders at the meeting. To be properly brought before an annual a meeting, business must be (a) specified in the notice of meeting given in accordance with Section 4 of this Article I3.4, (b) otherwise properly brought before the meeting by or at the direction of the board of directors or the chief executive officer, or (c) otherwise properly brought before the meeting by a shareholder. For business to be properly brought before an annual a meeting by a shareholder pursuant to clause (c) above), the shareholder must have given timely notice thereof in writing to the secretary Secretary of the corporationCorporation. To be timely, a shareholder’s =s notice must be delivered to to, or mailed and received at at, the principal office of the corporationCorporation, not less than ninety fifty days nor more than one hundred twenty ninety days prior to the first anniversary date of the annual meeting for the preceding yearmeeting; provided, however, if and only if that in the annual event that less than sixty days notice of the date of the meeting is not scheduled given to shareholders, notice by the shareholder to be held within a period that commences thirty days before such anniversary date and ends thirty days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Annual Meeting Date”), such shareholder notice shall timely must be given in the manner provided herein by so received not later than the close of business on the later of (i) the date ninety days prior to such Other Annual Meeting Date or (ii) the tenth day following the day on which such notice of the date such Other Annual Meeting Date is first publicly announced or disclosedof the meeting was given. A shareholder’s =s notice to the secretary Secretary shall set forth as to each matter the shareholder proposes to bring before the meeting (a) a brief description of the business desired to be brought before the meeting, including the text of any proposal to be presented, (b) the name and address, as they appear on the corporation’s Corporation=s stock records, of the shareholder proposing such business, (c) the class and number of shares of the corporation Corporation which are beneficially owned by the shareholder, and (d) any interest of the shareholder in such business. Only such business shall be brought before a special meeting of shareholders as shall have been specified in the notice of meeting given in accordance with Section 4 of this Article I. In no event shall the adjournment of an annual meeting or special meeting, or any announcement thereof, commence a new period for the giving of a shareholder’s notice as provided in this Section 10. Notwithstanding anything in these bylaws By-Laws to the contrary, no business shall be conducted at a meeting except in accordance with the procedures set forth in this Section 103.5. The person presiding at the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the bylawsBy-Laws, or that business was not lawful or appropriate for consideration by shareholders at the meeting, and if he should so determine, he shall so declare to the meeting and any such business shall not be transacted. (Last amended November 11, 1999).

Notice of Shareholder Business. At any an annual or special meeting of the shareholders, only such business may shall be conducted as shall have been properly brought before the meeting, and as shall have been determined to be lawful and appropriate for consideration by shareholders at the meeting. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting given in accordance with Section 4 of this Article I, (b) otherwise properly brought before the meeting (a) by or at the direction of the board Board of directors or the chief executive officer, Directors or (cb) otherwise properly brought before by any shareholder of the Corporation entitled to vote at such annual or special meeting by a shareholderwho complies with the notice procedures set forth in this Section 2.12. For business to be properly brought before an annual or special meeting by a shareholder pursuant to clause (c) aboveshareholder, the shareholder must have given timely notice thereof in writing to the secretary Secretary of the corporationCorporation. To be timely, a shareholder’s 's notice must be delivered to or mailed and received at the principal office executive offices of the corporationCorporation, not less than ninety thirty (30) days nor more than one hundred twenty sixty (60) days prior to the first anniversary date of the annual meeting for the preceding yearmeeting; provided, however, if and only if that in the annual event that less than forty (40) days' notice or prior public disclosure of the date of the meeting is not scheduled given or made to the shareholders, notice by the shareholder to be held within a period that commences thirty days before such anniversary date and ends thirty days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Annual Meeting Date”), such shareholder notice shall timely must be given in the manner provided herein by received not later than the close of business on the later of tenth (i10th) the date ninety days prior to such Other Annual Meeting Date or (ii) the tenth day following the day on which such notice of the date of the annual or special meeting was mailed or such Other Annual Meeting Date is first publicly announced or disclosedpublic disclosure was made. A Such shareholder’s =s notice to the secretary Secretary shall set forth as to each matter the shareholder proposes to bring before the annual or special meeting (a) a brief description of the business desired to be brought before the annual or special meeting and the reasons for conducting such business at the annual or special meeting, including the text of any proposal to be presented, ; (b) the name and address, as they appear on the corporation’s stock recordsCorporation's books, of the shareholder proposing such business, shareholder; (c) the class and number of each class or series of the shares of the corporation Corporation which are beneficially owned by the such shareholder, ; and (d) any material interest of the such shareholder in such business. Only such business shall be brought before a special meeting of shareholders as shall have been specified in the notice of meeting given in accordance with Section 4 of this Article I. In no event shall the adjournment of an annual meeting or special meeting, or any announcement thereof, commence a new period for the giving of a shareholder’s notice as provided in this Section 10. Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at a an annual or special meeting except in accordance with the procedures set forth in this Section 102.12. The person presiding at the chairman of a annual or special meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the bylaws, or that business was not lawful or appropriate for consideration by shareholders at the meetingprovisions of this Section 2.12, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 2.12, a shareholder seeking to have a proposal included in the Corporation=s proxy statement shall comply with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended (Last amended November 11including, 1999but not limited to, Rule 14a-8 or its successor provision).

Notice of Shareholder Business. At any an annual ---------- ------------------------------ meeting of the shareholders, only such business may shall be conducted as shall have been properly brought before the meeting, and as shall have been determined to be lawful and appropriate for consideration by shareholders at the meeting. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting given in accordance with Section 4 of this Article I, (b) otherwise properly brought before the meeting (a) by or at the direction of the board Board of directors or the chief executive officer, Directors or (cb) otherwise properly brought before by any shareholder of the meeting by a shareholderCorporation who complies with the notice procedures set forth in this Section 7 and only to the extent that such business is appropriate for shareholder action under the provisions of the Indiana Business Corporation Law. For business to be properly brought before an annual meeting by a shareholder pursuant to clause (c) aboveshareholder, the shareholder must have given timely notice thereof in writing to the secretary Secretary of the corporationCorporation. To be timely, a shareholder’s 's notice must be delivered to or mailed and received at the principal office executive offices of the corporation, Corporation not less later than ninety days nor more than one hundred twenty days prior to the first anniversary date of the annual meeting for the preceding year; provided, however, if and only if the annual meeting is not scheduled to be held within a period that commences thirty days before such anniversary date and ends thirty days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Annual Meeting Date”), such shareholder notice shall be given in the manner provided herein by the close of business on the later of (i) the date ninety days prior to such Other Annual Meeting Date or (ii) the tenth 7th day following the day on which notice of the date of the annual meeting was mailed or delivered to such Other Annual Meeting Date is first publicly announced or disclosedshareholder. A shareholder’s 's notice to the secretary Secretary shall set forth as to each matter the shareholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, including the text of any proposal to be presented, (b) the name and address, as they appear on the corporation’s stock recordsCorporation's books, of the shareholder proposing such business, (c) the class and number of shares of stock of the corporation Corporation which are beneficially owned by the shareholder, and (d) any material interest of the shareholder in such business. Only such business shall be brought before a special meeting of shareholders as shall have been specified in the notice of meeting given in accordance with Section 4 of this Article I. In no event shall the adjournment of an annual meeting or special meeting, or any announcement thereof, commence a new period for the giving of a shareholder’s notice as provided in this Section 10. Notwithstanding anything in these bylaws the Bylaws to the contrary, no business shall be conducted at a an annual meeting except in accordance with the procedures set forth in this Section 107. The person presiding at At an annual meeting, the meeting Chairman shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the bylaws, or that business was not lawful or appropriate for consideration by shareholders at the meetingprovisions of this Section 7, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. (Last amended November 11, 1999).