Common use of Special Meetings of Members Clause in Contracts

Special Meetings 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. Nominations of individuals for election to the Board of Directors may be made at a special meeting of Members at which Directors are to be elected (i) pursuant to the Company’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) provided that the Board of Directors has determined that Directors shall be elected at such special meeting, by any Member who is a Record Holder Member both at the time of giving of notice provided for in this Section 12.10 and at the time of the special meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 12.10. In the event the Company calls a special meeting of Members for the purpose of electing one or more individuals to the Board of Directors, any such Member may nominate an individual or individuals (as the case may be) for election as a Director as specified in the Company’s notice of meeting, if the Member’s notice required by paragraph (2) of Section 12.10(a) shall be delivered to the Secretary at the principal executive office of the Company not earlier than the 150th day prior to such special meeting and not later than 5:00 p.m., Eastern Time on the later of the 120th day prior to such special meeting or the 10th 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. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a Member notice as described above.

Special Meetings 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. Nominations of individuals for election to the Board of Directors may be made at a special meeting of Members at which Directors are to be elected (i) pursuant to the Company’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) provided that the Board of Directors has determined that Directors shall be elected at such special meeting, by any Member who is a Record Holder Member both at the time of giving of notice provided for in this Section 12.10 9.11 and at the time of the special meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 12.109.11. In the event the Company calls a special meeting of Members for the purpose of electing one or more individuals to the Board of Directors, any such Member may nominate an individual or individuals (as the case may be) for election as a Director as specified in the Company’s notice of meeting, if the Member’s notice required by paragraph (2) of this Section 12.10(a9.11(a) shall be delivered to the Secretary at the principal executive office of the Company not earlier than the 150th 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time on the later of the 120th 90th day prior to such special meeting or the 10th tenth 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. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a Member notice as described above.

Special Meetings 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. Nominations of individuals for election to the Board of Directors may be made at a special meeting of Members at which Directors are to be elected (i) pursuant to the Company’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) provided that the Board of Directors has determined that Directors shall be elected at such special meeting, by any Member who is a Record Holder Member both at the time of giving of notice provided for in this Section 12.10 11.10 and at the time of the special meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 12.1011.10. In the event the Company calls a special meeting of Members for the purpose of electing one or more individuals to the Board of Directors, any such Member may nominate an individual or individuals (as the case may be) for election as a Director as specified in the Company’s notice of meeting, if the Member’s notice required by paragraph (2) of Section 12.10(a11.10(a) shall be delivered to the Secretary at the principal executive office of the Company not earlier than the 150th day prior to such special meeting and not later than 5:00 p.m., Eastern Time on the later of the 120th day prior to such special meeting or the 10th 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. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a Member notice as described above.

Special Meetings of Members. Only such business shall be conducted at a special meeting of the Members as shall have been brought before the meeting pursuant to the Company’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of the Members at which Directors are to be elected (i) pursuant to the Company’s notice of meeting, meeting (iiA) by or at the direction of the Board of Directors Directors, or (iiiB) provided that the Board of Directors has determined that Directors shall be elected at such special meeting, by any Member of the Company who (1) is a Record Holder Member both at the time of giving of the notice provided for in this Section 12.10 12.4(l) is delivered to the Secretary of the Company and at the time of the special meeting, who (2) is entitled to vote at the meeting and who complied upon such election, and (3) complies with the notice procedures set forth in this Section 12.1012.4(l) as to such nomination. In Subject to Section 12.4(l)(iii)(D), in the event the Company calls a special meeting of the Members is duly called for the purpose of electing one or more individuals Directors to the Board of Directors, any such Member may nominate an individual a person or individuals persons (as the case may be) for election as a Director to such position(s) as specified in the Company’s notice of meeting, if the Member’s notice containing the information required by paragraph Section 12.4(l)(i)(C) with respect to any nomination (2) of and including the completed and signed questionnaire, representation and agreement required by Section 12.10(a12.4(m)) shall be delivered to the Secretary of the Company at the principal executive office of the Company not earlier than the 150th close of business on the one-hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time the close of business on the later of the 120th ninetieth (90th) day prior to such special meeting or or, if the 10th first public announcement of the date of such special meeting is less than one hundred (100) days prior to the date of such special meeting, the tenth (10th) 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. The In no event shall the public announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a Member Member’s notice as described above.

Special Meetings 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 's notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of Members at which Directors are to be elected (i) pursuant to the Company’s 's notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) provided that the Board of Directors has determined that Directors shall be elected at such special meeting, by any Member who is a Record Holder Member both at the time of giving of notice provided for in this Section 12.10 11.10 and at the time of the special meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 12.1011.10. In the event the Company calls a special meeting of Members for the purpose of electing one or more individuals to the Board of Directors, any such Member may nominate an individual or individuals (as the case may be) for election as a Director as specified in the Company’s 's notice of meeting, if the Member’s 's notice required by paragraph (2) of Section 12.10(a11.10(a) shall be delivered to the Secretary at the principal executive office of the Company not earlier than the 150th day prior to such special meeting and not later than 5:00 p.m., Eastern Time on the later of the 120th day prior to such special meeting or the 10th 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. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a Member notice as described above.

Special Meetings 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. Nominations of individuals for election to the Board of Directors may be made at a special meeting of Members at which Directors are to be elected (i) pursuant to the Company’s notice of meeting, (ii) by or at the direction of the Board of Directors Directors, or (iii) provided that the Board of Directors has determined that Directors shall be elected at such special meeting, by any Member who is a Record Holder Member both at the time of giving of notice provided for in this Section 12.10 and at the time of the special meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 12.10. In the event the Company calls a special meeting of Members for the purpose of electing one or more individuals to the Board of Directors, any such Member may nominate an individual or individuals (as the case may be) for election as a Director as specified in the Company’s notice of meeting, if the Member’s notice required by paragraph (2) of Section 12.10(a12.10(a)(ii) shall be delivered to the Secretary at the principal executive office of the Company not earlier than the 150th day prior to such special meeting and not later than 5:00 p.m., Eastern Time on the later of the 120th day prior to such special meeting or the 10th 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. The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a Member notice as described above.

Special Meetings of Members. Only such business shall be conducted at a special meeting of the Members as shall have been brought before the meeting pursuant to the Company’s notice of meeting. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of the Members at which Directors are to be elected (i) pursuant to the Company’s notice of meeting, meeting (iiA) by or at the direction of the Board of Directors Directors, or (iiiB) provided that the Board of Directors has determined that Directors shall be elected at such special meeting, by any Member of the Company who (1) is a Record Holder Member both at the time of giving of the notice provided for in this Section 12.10 12.4(l) is delivered to the Secretary of the Company and at the time of the special meeting, who (2) is entitled to vote at the meeting and who complied upon such election, and (3) complies with the notice procedures set forth in this Section 12.1012.4(l) as to such nomination. In Subject to Section 12.4(l)(iii)(D), in the event the Company calls a special meeting of the Members is duly called for the purpose of electing one or more individuals Directors to the Board of Directors, any such Member may nominate an individual a person or individuals persons (as the case may be) for election as a Director to such position(s) as specified in the Company’s notice of meeting, if the Member’s notice containing the information required by paragraph Section12.4(l)(i)(C) with respect to any nomination (2) of and including the completed and signed questionnaire, representation and agreement required by Section 12.10(a12.4(m)) shall be delivered to the Secretary of the Company at the principal executive office of the Company not earlier than the 150th close of business on the one-hundred twentieth (120th) day prior to such special meeting and not later than 5:00 p.m., Eastern Time the close of business on the later of the 120th ninetieth (90th) day prior to such special meeting or or, if the 10th first public announcement of the date of such special meeting is less than one hundred (100) days prior to the date of such special meeting, the tenth (10th) 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. The In no event shall the public announcement of a an adjournment or postponement or adjournment of a special meeting shall not commence a new time period (or extend any time period) for the giving of a Member Member’s notice as described above.

Special Meetings of Members. Only (i) On and after the Trigger Date, only such business shall be conducted at a special meeting of Members as shall have been brought before the meeting pursuant to by or at the Company’s notice direction of meetingthe Board of Directors. Nominations of individuals persons for election to the Board of Directors may be made at a special meeting of Members at which Directors directors are to be elected (i) pursuant to the Company’s a notice of meeting, meeting (ii1) by or at the direction of the Board of Directors or any committee thereof (iiior the Members pursuant to Section 4.2 of this Agreement prior to the Trigger Date) provided that or (2) if the Board of Directors (or the Members pursuant to Section 4.2 of this Agreement prior to the Trigger Date) has determined that Directors directors shall be elected at such special meeting, and subject to the terms of the Shareholders’ Agreement, by any Member of the Company who (a) is a Record Holder Member both of record at the time of giving of notice provided for in this Section 12.10 Agreement and at the time of the special meeting, who (b) is entitled to vote at the meeting meeting, and who complied (c) complies with the notice procedures set forth in this Section 12.10Agreement and applicable law. In the event the Company calls a special meeting of Members is called for the purpose of electing one or more individuals directors to the Board of Directors, any such Member may nominate an individual a person or individuals persons (as the case may be) ), for election as a Director to such position(s) as specified in the Company’s notice of meeting, if the Member’s Member delivers notice with the information required by paragraph Section 4.13(a)(ii) (2with the updates required by Section 4.13(a)(iii)) of this Agreement with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 12.10(a4.13(a)(ii)(D) of this Agreement). Such notice shall be delivered to the Secretary of the Company at the principal executive office offices of the Company not earlier than the 150th close of business on the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time the close of business on the later of the 120th 90th day prior to such special meeting or the 10th day following the day on which public announcement 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. The public announcement of a In no event shall any adjournment or postponement or adjournment the announcement thereof of a special meeting shall not commence a new time period for the giving of a Member Member’s notice as described above.