Stockholder Proposals. Each of the Stockholder Proposals shall have been duly approved by the stockholders of the Company at the Stockholders’ Meeting in accordance with applicable requirements of Law and the certificate of incorporation of the Company unless the Company shall have timely delivered to the Buyers a Subsequent Meeting Notice, in which case the Stockholder Proposals shall have been duly approved by the stockholders of the Company at the Subsequent Stockholders’ Meeting in accordance with applicable requirements of Law and the certificate of incorporation of the Company.
Stockholder Proposals. Proposals regarding matters other than nomination of directors and other than those made by the Board of Directors of the Corporation, must be preceded by notification in writing in fact received by the Secretary of the Corporation not less than twenty (20) days prior to any annual meeting of stockholders. Such notification shall contain the following information as to the proposed action:
Stockholder Proposals. If the Merger is not consummated for any reason, stockholder proposals intended to be presented at Instron's 2000 Annual Meeting of Stockholders must be received by Instron on or before December 16, 1999 in order to be considered for inclusion in Instron's proxy statement and form of proxy for that meeting. These proposals must also comply with the rules of the Commission governing the form and content of proposals in order to be included in Instron's proxy statement and form of proxy and should be directed to: Clerk, Instron Corporation, 100 Xxxxxx Xxxxxx, Canton, Massachusetts, 02021. If the Merger is not consummated for any reason, a stockholder who wishes to present a proposal at Instron's 2000 Annual Meeting of Stockholders, other than a proposal to be considered for inclusion in Instron's proxy statement and form of proxy as described above, must deliver the proposal to Instron at the address set forth above. Such written proposal must be delivered not less than 75 days nor more than 120 days prior to the date of the scheduled annual meeting; provided, however, that in the event that less than 90 days notice or prior public disclosure of the scheduled date of the meeting is given or made to stockholders, such written proposal must be received no later than the close of business on the 15th day following the day on which such notice of the scheduled date of the meeting was mailed or such disclosure was made, whichever first occurs. The proposal must also comply with the other requirements contained in Instron's Amended and Restated By-laws, including supporting documentation and other information. Proxies solicited by the Instron Board will confer discretionary voting authority with respect to these proposals, subject to the Commission's rules governing the exercise of this authority. OTHER MATTERS Management knows of no other business to be presented at the Special Meeting. If other matters do properly come before the meeting, or any adjournment or postponement thereof, it is the intention of the persons named in the proxy to vote on such matters according to their best judgment and in their discretion.
Stockholder Proposals. At an annual meeting of stockholders of the Corporation, only such business shall be conducted, and only such proposals shall be acted upon, as shall have been properly brought before such annual meeting. To be properly brought before an annual meeting, business or proposals must (i) be specified in the notice relating to the meeting (or any supplement thereto) given by or at the direction of the Board of Directors in accordance with Section 2.4 hereof or (ii) be properly brought before the meeting by a stockholder of the Corporation who (A) is a stockholder of record at the time of the giving of such stockholder's notice provided for in this Section 2.8, (B) shall be entitled to vote at the annual meeting and (C) complies with the requirements of this Section 2.8, and otherwise be proper subjects for stockholder action and be properly introduced at the annual meeting. For a proposal to be properly brought before an annual meeting by a stockholder of the Corporation, in addition to any other applicable requirements, such stockholder must have given timely advance notice thereof in writing to the Secretary of the Corporation. To be timely, such stockholder's notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than 120 days prior to the scheduled annual meeting date, regardless of any postponements, deferrals or adjournments of such annual meeting to a later date; provided, however, that if the scheduled annual meeting date differs from the annual meeting date of the next preceding annual meeting of stockholders of the Corporation by greater than 30 days, and if less than 100 days' prior notice or public disclosure of the scheduled annual meeting date is given or made, notice by such stockholder, to be timely, must be so delivered or received not later than the close of business on the 10th day following the earlier of the day on which the notice of such meeting was mailed to stockholders of the Corporation or the day on which such public disclosure was made. Any such stockholder's notice to the Secretary of the Corporation shall set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a description of the proposal desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Corporation's books, of such stockholder proposing such business and any other stock...
Stockholder Proposals. As set forth in more detail in Sections 2.2 and 2.3 below, Franklin shall, by means of the Proxy Statement (as defined below), solicit the necessary approvals as required by applicable law from the holders of Franklin’s outstanding capital stock (the “Requisite Approval”) of each of the following proposed actions (each, a “Stockholder Proposal” and, together, the “Stockholder Proposals”) at the Stockholders’ Meeting (as defined below):
Stockholder Proposals. (a) Stockholders shall be entitled to submit proposals to be voted upon by stockholders at an annual meeting of the Corporation provided that they comply with the procedures set forth in this Section 2.13. Only those proposals which satisfy all requirements specified in this Section 2.13 shall be deemed "Qualified Stockholder Proposals."
Stockholder Proposals. The Stockholder Proposals will be seeking the approval of the Company’s stockholders to:
Stockholder Proposals. (a) The Company shall, through its Board of Directors, recommend to its stockholders at the next annual meeting of the Company following the date hereof or at a special meeting of the stockholders of the Company prior to such annual meeting to approve (i) the issuance of an amount of Class A Common Stock to Purchaser and the Other Investor equal to 20% or more of the pre-Investment issued and outstanding Class A Common Stock and Class B Common Stock, taken together (the “20% Approval”) and (ii) the adoption of the Amended and Restated Certificate of Incorporation (such proposals, together, the “Stockholder Proposals” and such recommendation the “Company Board Recommendation”), and shall include such Company Board Recommendation in the proxy statement relating to such annual meeting (the “Initial Proxy Statement”).
Stockholder Proposals. The Trustee shall forthwith submit to Shannon any stockholder proposal (within the meaning of the United States Securities Exchange Act of 1934) received by the Trustee from a Holder. Such stockholder proposal may be considered at any meeting of Shannon at which the holders of Shannon Common Stock xxx xxtitled to submit stockholder xxxposals. Shannon agrees to accept all stockholder proposals sxxxxxxxd by the Trustee that are received by Shannon within the applicable time limitation under xxx Xxxted States Securities Exchange Act of 1934, provided that not more than one proposal is submitted on behalf of any one Holder.
Stockholder Proposals. (a) Effective upon the registration of any class of the Corporation’s stock under the Exchange Act, any stockholder wishing to bring any other business before a meeting of stockholders, except for the nomination of persons for election as directors which will be made pursuant to Section 3.15 of these bylaws, must provide notice to the Corporation not more than ninety (90) and not less than sixty (60) days before the meeting in writing by registered mail, return receipt requested, of the business to be presented by the stockholders at the stockholders’ meeting.