Common use of Notice of Shareholders’ Meetings Clause in Contracts

Notice of Shareholders’ Meetings. All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.5 of these bylaws not less than ten (10) (or, if sent by third-class mail pursuant to Section 2.5 of these bylaws, thirty (30)) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted (no business other than that specified in the notice may be transacted) or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the shareholders (but subject to the provisions of the next paragraph of this Section 2.4 any proper matter may be presented at the meeting for such action). The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees who, at the time of the notice, the board intends to present for election. If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California (the "Code"), (ii) an amendment of the articles of incorporation, pursuant to Section 902 of the Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of the Code, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of the Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the Code, then the notice shall also state the general nature of that proposal.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Lightspan Partnership Inc), Stock Purchase Agreement (Lightspan Partnership Inc)

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Notice of Shareholders’ Meetings. All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.5 of these bylaws Bylaws not less than ten (10) (or, if sent by third-class mail pursuant to Section 2.5 of these bylawsBylaws, not less than thirty (30)) nor more than sixty (60) days before the date of the meetingmeeting to each shareholder entitled to vote thereat. The Such notice shall specify state the place, date, day and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted (transacted, and no other business other than that specified in the notice may be transacted) , or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the mailing of the notice, intends to present for action by the shareholders (shareholders, but subject to the provisions of the next paragraph of this Section 2.4 2.4, any proper matter may be presented at the meeting for such action). The notice of any meeting at which directors are to be elected shall include the name names of any nominee or nominees who, intended at the time of the notice, notice to be presented by the board intends to present of directors for election. If action is proposed to be taken at any shareholders' meeting for approval of (i) a contract or transaction between the corporation and one or more of its directors, or between the corporation and any corporation, firm or association in which a director one or more of its directors has a direct or indirect material financial interest, pursuant to Section 310 of the California Corporations Code of California (the "CodeCCC"), (ii) an amendment of to the articles of incorporation, pursuant to Section 902 of the CodeCCC, (iii) a reorganization of the corporation, pursuant to Section 1201 of the CodeCCC, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of the Code, CCC or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, shares pursuant to Section 2007 of the CodeCCC, then the notice such approval, other than unanimous approval by those entitled to vote, shall also state be valid only if the general nature of that proposalthe proposal so approved was stated in the notice of meeting or in any written waiver of notice. 2.5.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization and Merger (Peerless Systems Corp)

Notice of Shareholders’ Meetings. All notices of meetings of shareholders sharehold ers shall be sent or otherwise given in accordance with Section 2.5 of these bylaws Bylaws not less than ten (10) (or, if sent by third-class mail pursuant to Section 2.5 of these bylawsBylaws, not less than thirty (30)) nor more than sixty (60) days before the date of the meetingmeeting to each shareholder entitled to vote thereat. The Such notice shall specify state the place, date, day and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted (transacted, and no other business other than that specified in the notice may be transacted) , or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the mailing of the notice, intends to present for action by the shareholders (shareholders, but subject to the provisions of the next paragraph of this Section 2.4 2.4, any proper matter may be presented at the meeting for such action). The notice of any meeting at which directors are to be elected shall include the name names of any nominee or nominees who, intended at the time of the notice, notice to be presented by the board intends to present of directors for election. If action is proposed to be taken at any shareholders' meeting for approval of (i) a contract or transaction between the corporation and one or more of its directors, or between the corporation and any corporation, firm or association in which a director one or more of its directors has a direct or indirect material financial interest, pursuant to Section 310 of the California Corporations Code of California (the "CodeCCC"), (ii) an amendment of to the articles of incorporation, pursuant to Section 902 of the CodeCCC, (iii) a reorganization of the corporation, pursuant to Section 1201 of the CodeCCC, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of the Code, CCC or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, shares pursuant to Section 2007 of the CodeCCC, then the notice such approval, other than unanimous approval by those entitled to vote, shall also state be valid only if the general nature of that proposalthe proposal so approved was stated in the notice of meeting or in any written waiver of notice.

Appears in 1 contract

Samples: Shareholder Agreement (Phone Com Inc)

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Notice of Shareholders’ Meetings. All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.5 of these bylaws Bylaws not less than ten (10) (or, if sent by third-class mail pursuant to Section 2.5 of these bylawsBylaws, not less than thirty (30)) nor more than sixty (60) days before the date of the meetingmeeting to each shareholder entitled to vote thereat. The Such notice shall specify state the place, date, and hour of the meeting and (ia) in the case of a special meeting, the general nature of the business to be transacted (transacted, and no business other than that specified in the notice may be transacted) , or (iib) in the case of the annual meeting, those matters which the board of directorsBoard, at the time of giving the mailing of the notice, intends to present for action by the shareholders (but shareholders, but, subject to the provisions of the next paragraph of this Section 2.4 2.4, any proper matter may be presented at the meeting for such action). The notice of any meeting at which directors Directors are to be elected shall include the name names of any nominee or nominees who, intended at the time of the notice, notice to be presented by the board intends to present Board for election. If action is proposed to be taken at any meeting for approval of (ia) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the California Corporations Code of California (the "Code"), (iib) an amendment of the articles Articles of incorporationIncorporation, pursuant to Section 902 of the Code, (iiic) a reorganization of the corporationCorporation, pursuant to Section 1201 of the Code, (ivd) a voluntary dissolution of the corporationCorporation, pursuant to Section 1900 of the Code, or (ve) a distribution in dissolution other than in accordance with the rights of any outstanding preferred shares, pursuant to Section 2007 of the Code, then the notice shall also state the general nature of that proposal.

Appears in 1 contract

Samples: Agreement and Plan of Merger

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