Shareholder Proposals Clause Samples

Shareholder Proposals. In connection with the transactions contemplated hereby, the Company will call a meeting of its shareholders, to be held as promptly as practicable after the date of this Agreement to vote on (i) amendments to Company’s articles of incorporation necessary to consummate the transactions contemplated by this Agreement (the “Articles of Amendment”), including, without limitation, an amendment to authorize additional shares of Common Stock and Preferred Stock (the “Articles Amendment Proposal”), (ii) the issuance of Common Shares to the Investors and the Treasury and in connection with the Granite Merger, as contemplated by this Agreement, the Investment Agreements and the Merger Agreement and as required by Rule 5635 of the NASDAQ Listing Rules (the “Share Issuance Proposal”), and (iii) the approval of a reverse stock split of the Common Shares, if such approval is required by the NASDAQ Listing Rules or as the Company otherwise deems necessary (the “Stock Split Proposal”, together with the Articles Amendment Proposal and the Share Issuance Proposal, the “Shareholder Proposals”).

Shareholder Proposals. As a general matter, the Funds do not hold regular meetings of shareholders. If you wish to submit a proposal for consideration at a meeting of shareholders of your Fund, you should send such proposal to the applicable Company at the address set forth on the first page of this Proxy Statement. To be considered for presentation at a meeting of shareholders, the applicable Company must receive proposals a reasonable time before proxy materials are prepared for the meeting. Your proposal also must comply with applicable law. For discussion of how to propose an individual for nomination as a director, please refer to the section of this Proxy Statement entitled "Proposal 1 -- Current Committees of the Boards -- Nominating Committee." PROPOSAL 1 -- ELECTION OF DIRECTORS WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 1? Proposal 1 applies to the shareholders of all Funds.

Shareholder Proposals. (a) For business proposed by a Shareholder (other than Director nominations) to be properly brought before an annual Shareholders meeting, the Shareholder must provide timely notice thereof in writing to the Secretary of the Corporation and must provide any updates or supplements to such notice as required by this Section 7, and any such proposed business must constitute a proper matter for Shareholder action. To be timely, a Shareholder’s notice shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual Shareholders meeting; provided, however, in the event the date of the annual Shareholders meeting is more than 30 days before or more than 60 days after the first anniversary of the preceding year’s annual Shareholders meeting, notice by a Shareholder must be so delivered, or mailed and received, not less than 90 days prior to such annual meeting and not more than 120 days prior to such annual meeting or, if later, the 10th day following the day on which public notice of the date of such annual meeting was first given. In no event shall any adjournment of an annual meeting or the announcement thereof commence a new time period for the giving of a Shareholder’s notice as described above. (b) Such Shareholder’s notice shall set forth: (i) (A) a reasonably brief description of the business proposed to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of the Shareholder and any beneficial owner on whose behalf the proposal is made, (B) the text of the proposal or business (including the text of any resolutions proposed for consideration), and (C) a reasonably detailed description of all agreements, arrangements and understandings between such Shareholder and beneficial owner, if any, and any other person or entity (including their names) in connection with the proposal of such business by such Shareholder. (ii) as to the Shareholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made (each a “Proposing Person”): (A) the name and address of such Proposing Person, as they appear on the Corporation’s books; (B) (1) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act) and ...

Shareholder Proposals. Each of the Purchaser and the General Partner covenants and agrees that, until the Release Date occurs, no member of the Restricted Group shall (A) initiate, propose or otherwise solicit shareholders of the Company with respect to, or otherwise make publicly, any shareholder proposal with respect to the Company (including without limitation a proposal of the type described in Rule 14a-8 under the Exchange Act), or induce or attempt to induce any other Person to initiate any such shareholder proposal or (B) solicit, seek to effect, negotiate with or provide any information to any other Person (other than another member of the Restricted Group) with respect to, or make any proposal, whether written or oral, to the Board, or otherwise make any public announcement or proposal whatsoever with respect to, a merger or acquisition of the Company or any of its Subsidiaries, the sale of substantially all of the assets of the Company or any capital stock of any of its Significant Subsidiaries, the purchase of Voting Securities of the Company or any of its Significant Subsidiaries, the liquidation or recapitalization of the Company or any of its Subsidiaries or any similar business transactions, or take any other action which might require or result in a public announcement with respect to any such matters or other matters which would require a shareholder vote, or make an announcement of the intention to make such a proposal (in each case other than any such public statements or proposals necessary to the exercise of the Restricted Group's solicitation rights permitted by the proviso contained in Section 2 of this Agreement).

Shareholder Proposals. (a) The record date to vote on the Shareholder Proposals (as hereinafter defined) has been duly fixed to be December 17, 1997 (the "Record Date") by all necessary action of the Board of Directors. As of the date hereof, the shareholders of the Company listed on Schedule 2.1.24 are the record holders of the number of shares of Common Stock or Series A Preferred Stock, as the case may be, set forth opposite their names on such schedule. Such shareholders are entitled to vote all such shares in connection with the Shareholder Proposals. Such shares represent more than 50% of the issued and outstanding Common Stock and other securities of the Company having voting rights as of the date hereof (and will represent more than 50% of the issued and outstanding Common Stock and other securities of the Company having voting rights as of the Record Date) and are sufficient in number to approve the Shareholder Proposals even if all other shares of Common Stock and other securities having voting rights issued and outstanding as of the date hereof vote against the Shareholder Proposals. (b) The Board of Directors of the Company, at a meeting duly called and held, has by the vote of those directors present (who constituted 100% of the directors then in office) (i) determined that the Shareholder Proposals are fair to and in the best interests of the shareholders of the Company and has approved the same and (ii) resolved to recommend that the holders of the shares of Common Stock and Series A Preferred Stock approve the Shareholder Proposals.

Shareholder Proposals. The Fund is not required to hold annual shareholder meetings. If a shareholder wishes to submit proposals for consideration at a future shareholder meeting, the Fund must receive the proposal a reasonable time before the solicitation is to be made. Written proposals should be sent to ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Vice President, Chief Legal Officer, and Secretary of VALIC Company I, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, 16th Floor, Jersey City, New Jersey 07302. As of March 8, 2024, there were approximately 33,633,806.42 shares outstanding of the Fund. All shares of the Fund are owned by VALIC and its respective affiliates. To VALIC’s knowledge, no person owns a Contract or Plan, or interests therein, representing more than 5% of the outstanding shares of the Fund. The Directors and officers of VC I and members of their families as a group, beneficially owned less than 1% of the Fund’s shares as of the Record Date. ▇▇▇▇ ▇. ▇▇▇▇▇ President VALIC Company I Dated: March 30, 2024 This AGREEMENT made this 1st day of February 2024, by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, hereinafter referred to as “VALIC,” and ▇. ▇▇▇▇ PRICE ASSOCIATES, INC., hereinafter referred to as the “SUB-ADVISER.” VALIC and the SUB-ADVISER recognize the following:

Shareholder Proposals. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings. Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in articles of association. Our amended and restated articles of association allow our shareholders holding not less than ten percent of all voting power of our share capital in issue to requisition a shareholder□s meeting, in which case our board of directors is obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting. Other than this right to requisition a shareholders□ meeting, our amended and restated articles of association do not provide our shareholders other right to put proposal before a meeting. As an exempted Cayman Islands company, we are not obliged by law to call shareholders□ annual general meetings.

Shareholder Proposals. Under Delaware corporate law, a shareholder has the right to put any proposal before the shareholders at the annual meeting, provided that such shareholder complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings. Under the laws of the Cayman Islands, a shareholder can only put a proposal before the shareholders at any general meeting in respect of any matter regarded as “special business” if it is set out in the notice calling the meeting. All business carried out at a general meeting shall be deemed special with the exception of sanctioning a dividend, the consideration of the accounts, balance sheets, any report of the directors or of the Company’s auditors and the fixing of the remuneration of the Company’s auditors. There is no right to introduce new business in respect of any matter requiring a special resolution at any meeting. A general meeting may be called by the board of directors or any other person authorized to do so in the memorandum and articles of association, but shareholders may be precluded from calling general meetings. General meetings shall also be convened on the requisition in writing of any shareholder or shareholders entitled to attend and vote at general meetings of the company and to exercise at least a majority of the voting power permitted to be exercised at any such meeting, deposited at the registered office of the Company specifying the objects of the meeting for a date no later than 21 days from the date of deposit of the requisition signed by such shareholders, and if the directors do not convene such meeting for a date not later than 45 days after the date of such deposit, such shareholders themselves may convene the general meeting in the same manner, as nearly as possible, as that in which general meetings may be convened by the directors, and all reasonable expenses incurred by such shareholders as a result of the failure of the directors to convene the general meeting shall be reimbursed to them by the Company. As an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings. Under Delaware corporate law, a corporation is required to set a minimum quorum of one-third of the issued and outstanding shares for a shareholders meeting. Cayman Islands law permits a company’s articles...

Shareholder Proposals. As a general matter, your Fund does not hold regular meetings of shareholders. If you wish to submit a proposal for consideration at a meeting of shareholders of your Fund, you should send such proposal to Company at the address set forth on the first page of this Proxy Statement/Prospectus. To be considered for presentation at a meeting of shareholders, Company must receive proposals a reasonable time before proxy materials are prepared for the meeting. Your proposal also must comply with applicable law. For a discussion of how to propose an individual for nomination as a director, please refer to the section of this Proxy Statement/Prospectus entitled "Proposal 2 -- Current Committees of the Board -- Nominating Committee." OWNERSHIP OF SHARES A list of the name, address and percent ownership of each person who, as of July 25, 2003, to the knowledge of Company owned 5% or more of any class of the outstanding shares of your Fund can be found at Exhibit Q. A list of the name, address and percent ownership of each person who, as of July 25, 2003, to the knowledge of Buyer owned 5% or more of any class of the outstanding shares of Buying Fund can be found at Exhibit R. INDEPENDENT PUBLIC ACCOUNTANTS The audit committee of the Board has appointed PricewaterhouseCoopers LLP (the "Auditor") as Company's independent public accountants for the fiscal year ending March 31, 2004. A representative of the Auditor is expected to be available at the Special Meeting and to have the opportunity to make a statement and respond to appropriate questions from the shareholders. The audit committee of the Board has considered whether the provision of the services below is compatible with maintaining the Auditor's independence. FEES PAID TO THE AUDITOR RELATED TO COMPANY The Auditor billed Company (consisting of nine separate series portfolios) aggregate fees for professional services rendered for the 2003 fiscal year as follows: