Special Meeting of Members. Only such business shall be conducted at a special meeting of Members as shall have been brought before the meeting pursuant to the Company’s notice of meeting pursuant to Section 9.5. Nominations of individuals for election to the Board of Directors by a Member (other than any Appointed Director, who shall be appointed by the Manager for so long as the Manager is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement) may be made at a special meeting of Members at which directors are to be elected pursuant to the Company’s notice of meeting (i) by or at the direction of the Board of Directors, or (ii) by any Member who is entitled to vote at the meeting who complies with the notice procedures set forth in this Section 9.8.
Special Meeting of Members. Nominations of persons for election to the Board of Directors and the proposal of Other Business to be considered by the Members may be made at a special meeting of Members only (a) by or at the direction of the Board of Directors or (b) subject to paragraph (C)(7) of this Section 7.8, by any Member of the Company who (x) complies with the notice procedures set forth in this paragraph (B) and (y) is a holder of record of Units entitled to vote at such meeting (and, with respect to any beneficial owner, if different, on whose behalf such nomination is made, only if such beneficial owner is the beneficial owner of Units entitled to vote at such meeting) both on the date such notice is delivered to the Secretary of the Company and on the date for the determination of Members entitled to vote at such meeting. For any nomination by a Member of persons for election to the Board of Directors or any proposal by a Member of Other Business, in either case, to be properly brought before a special meeting, the Member must have given timely notice thereof in writing to the Secretary of the Company and, in the case of the proposal of Other Business, such Other Business must be a proper subject for Member action at such meeting as reasonably determined by the Board of Directors. To be timely, a Member’s notice giving the information required by paragraph (A)(2) of this Section 7.8 must be delivered to the Secretary of the Company at the principal executive offices of the Company not later than the close of business on the seventh (7th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting, or the public announcement thereof, commence a new time period for the giving of a Member’s notice as set forth in the preceding sentence.
Special Meeting of Members. Members Mutual, acting through its board of directors and subject to Members Mutual’s right to terminate this Agreement as provided in Article VIII hereof, shall duly call, send notice of, convene and hold the Special Meeting as soon as practicable after the later of (i) the dates of the approval of the Plan of Conversion and the Standby Purchaser Form A by the Department, and (ii) the date upon which the Registration Statement is declared effective by the SEC (the “Effective Date of Registration Statement”), for the purpose of voting upon a proposal to adopt the Plan of Conversion and the Amended and Restated Articles of Incorporation of Converted Members Mutual substantially in a form previously agreed to by the parties (the “Members Mutual Restated Articles”). Members Mutual shall mail, or cause to be mailed, the notice of the Special Meeting, the proxy statement for the Special Meeting (the “Proxy Statement”) and the Prospectus, to the Eligible Members at least thirty (30) days prior to the date of the Special Meeting.
Special Meeting of Members. Lebanon Mutual, acting through its Board of Directors and subject to Section 6.3, shall duly call, send notice of, convene and hold a special meeting of its Eligible Members (the “Special Meeting”), as soon as practicable after the later of (i) the date of the approval of the Plan of Conversion by the Insurance Commissioner of the Commonwealth of Pennsylvania (the “Insurance Commissioner”), and (ii) the date upon which the Registration Statement is declared effective, whichever is applicable, for the purpose of voting upon a single proposal to adopt: (A) the Plan of Conversion and the transactions contemplated by the Plan of Conversion, including this Agreement, and (B) the Articles of Amendment. Lebanon Mutual shall mail the Prospectus to its Eligible Members and shall include in the Prospectus the recommendation of the Board of Directors of Lebanon Mutual that Eligible Members vote to adopt the Plan of Conversion and the Articles of Amendment. The Prospectus may accompany the proxy statement for adoption of the Plan of Conversion and the Articles of Amendment.
Special Meeting of Members. EML, acting through its Board of Directors and subject to Section 6.3, shall duly call, send notice of, convene and hold a special meeting of its Eligible Members (the “EML Special Meeting”), as soon as practicable after the later of (a) the date of the approval of the Plan of Conversion by the Insurance Commissioner of the Commonwealth of Pennsylvania (the “Insurance Commissioner”), and (b) the date upon which the Registration Statement is declared effective, whichever is applicable, for the purpose of voting upon a single proposal to adopt: (i) the Plan of Conversion and the transactions contemplated by the Plan of Conversion, including this Agreement, and (ii) the Amended Articles of Incorporation. EML shall mail the Prospectus to its Eligible Members and shall include in the Prospectus the recommendation of the Board of Directors of EML that Eligible Members vote to adopt the Plan of Conversion, including this Agreement, and the Amended Articles of Incorporation. The Prospectus may constitute a proxy statement for adoption of the Plan of Conversion and the Amended Articles of Incorporation.
Special Meeting of Members. The special meeting of the Members, and -------------------------- any adjournments thereof, held to consider and vote upon the Plan.
Special Meeting of Members. Subsequent to the approval of the Plan by the OTS, the Special Meeting shall be scheduled in accordance with the MHC's Bylaws. Promptly after receipt of approval and at least 20 days but not more than 45 days prior to the Special Meeting, the MHC shall distribute proxy solicitation materials to all Members and beneficial owners of accounts held in fiduciary capacities where the beneficial owners possess voting rights, as of the Voting Record Date. The proxy solicitation materials shall include a copy of the proxy statement to be used in connection with such solicitation and other documents authorized for use by the regulatory authorities and may also include a copy of the Plan and/or a prospectus ("Prospectus") as provided in Section VIII below. The MHC shall also advise each Eligible Account Holder and Supplemental Eligible Account Holder not entitled to vote at the Special Meeting of the proposed Conversion and Reorganization and the scheduled Special Meeting, and provide a postage prepaid card on which to indicate whether he wishes to receive a Prospectus, if the Subscription Offering is not held concurrently with the proxy solicitation. Pursuant to OTS regulations, an affirmative vote of not less than a majority of the total outstanding votes of the Members is required for approval of the Plan. Voting may be in person or by proxy at the Special Meeting of Members. The OTS shall be notified promptly of the actions of the Members at the Special Meeting of Members.
Special Meeting of Members. 35 13.3 Post-Meeting Time Period to Resolve Deadlock Issue.........................................35 13.4 Declaration of Deadlock Event..............................................................35 13.5 Failure to Declare Deadlock Event..........................................................36 13.6 Post-Declaration Time Period to Resolve Deadlock Event.....................................36 13.7 Election to Dissolve Company...............................................................36 13.8 Buy-Sell Option............................................................................36 ARTICLE XIV
Special Meeting of Members. A special meeting of the Members to consider the Deadlock Issue shall be convened not less than 30 days, nor more than 60 days, after the notice described in Section 13.1.
Special Meeting of Members. The Company, acting through its Board of Directors and subject to Section 7.3, shall duly call, send notice of, convene and hold a special meeting of its Members (the "Company Special Meeting"), as soon as practicable after the later of (a) the date of the approval by the Insurance Commissioner of the Plan of Conversion, and (b) either (i) the date of the receipt by Sponsor and the Company of the No-Action Letter or (ii) the date upon which the Registration Statement is declared effective, whichever is applicable, for the purpose of voting upon the approval and adoption of the Plan of Conversion (which will provide for the Merger) and the Articles Amendments. The Company shall mail the Information Statement to its Members and, subject to Section 7.3, shall include in the Information Statement the recommendation of the Board of Directors of the Company that Members vote in favor of the approval and adoption of the Plan of Conversion and the Articles Amendments.
