Common use of Stockholder Proposals Clause in Contracts

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. If the Merger is not consummated for any reason, No proposal by a stockholder proposals intended to shall be presented for vote at Instron's 2000 Annual Meeting a special or annual meeting of Stockholders must be received by Instron on or before December 16stockholders unless such stockholder shall, 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 fifth day following the day date on which such notice of the scheduled date meeting is first given to stockholders, provide the Board of Directors or the secretary of the Corporation with written notice of intention to present a proposal for action at the forthcoming meeting was mailed or of stockholders, which notice shall include the name and address of such disclosure was madestockholder, whichever first occurs. The the number of voting securities that he holds of record and that he holds beneficially, the text of 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 to the meeting and a statement in support of the proposal. Any stockholder who was a stockholder of record on the applicable record date may make any other proposal at an annual meeting or special meeting of stockholders and the same may be discussed and considered, but unless stated in writing and filed with the Board of Directors or the secretary prior to the date set forth herein above, such proposal shall be laid over for action at an adjourned, special, or annual meeting of the stockholders taking place sixty days or more thereafter. This provision shall not prevent the consideration and approval or disapproval at the Special Meetingannual meeting of reports of officers, directors, and committees, but in connection with such reports, no new business proposed by a stockholder, QUA stockholder, shall be acted upon at such annual meeting unless stated and filed as herein provided. If Notwithstanding any other matters do properly come before provision of these By-Laws, the meeting, Corporation shall be under no obligation to include any stockholder proposal in its proxy statement materials or otherwise present any adjournment such proposal to stockholders at a special or postponement thereof, it is annual meeting of stockholders if the intention Board of Directors reasonably believes the proponents thereof have not complied with Sections 13 or 14 of the persons named Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder; nor shall the Corporation be required to include any stockholder proposal not required to be included in the its proxy materials to vote on stockholders in accordance with any such matters according to their best judgment and in their discretionsection, rule or regulation.

Stockholder Proposals. If We intend to hold our next annual meeting in 2024. Our stockholders are entitled to present proposals for action at a forthcoming meeting if they comply with the Merger is not consummated requirements of our Certificate of Incorporation, our Bylaws, and the rules established by the SEC. As we expect to hold our next annual meeting on a date more than 30 days from the anniversary date of our prior annual meeting, under Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), if you want us to include a proposal in the proxy materials for any reasonour next annual meeting of stockholders, we must receive the proposal at our executive offices at 0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, XX 00000, no later than a reasonable time before we begin to print and send our proxy materials. Furthermore, pursuant to our Bylaws, a stockholder proposals intended to be presented at Instron's 2000 Annual Meeting proposal of Stockholders business submitted outside of the process established in Rule 14a-8 and nominations of directors must be received by Instron no earlier than the close of business on or before December 16the 120th day prior to the next annual meeting, 1999 in order and not later than the later of close of business on the 90th day prior to be considered for inclusion in Instron's proxy statement the next annual meeting and form the close of proxy for that business on the tenth (10th) day following the first date of public disclosure of the date of the next annual meeting. These All proposals submitted outside of the process established in Rule 14a-8 and nominations of directors must also comply with the rules of the Commission governing the form and content of proposals requirements set forth in order to be included in Instron's proxy statement and form of proxy and our Bylaws. Any proposal or nomination should be directed to: Clerkaddressed to the attention of our Secretary, Instron Corporationand we suggest that it be sent by certified mail, 100 Xxxxxx Xxxxxxreturn receipt requested. Finally, Cantonto comply with the universal proxy rules, Massachusetts, 02021. If the Merger is not consummated for any reason, a stockholder stockholders who wishes intend to present a proposal at Instron's 2000 Annual Meeting solicit proxies in support of Stockholders, director nominees other than a proposal to be considered for inclusion in Instron's proxy statement and form our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than the later 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 60 days prior to the date of the scheduled next annual meeting; provided, however, that in meeting or the event that less than 90 days notice or prior tenth (10th) day following the date of public disclosure announcement 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 next annual 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. If the Merger is not consummated for any reason, No proposal by a stockholder proposals intended to shall be presented for vote at Instron's 2000 Annual Meeting a special or annual meeting of Stockholders must be received by Instron on or before December 16stockholders unless such stockholder shall, 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 fifth day following the day date on which such notice of the scheduled date meeting is first given to stockholders, provide the Board of Directors or the secretary of the Corporation with written notice of intention to present a proposal for action at the forthcoming meeting was mailed or of stockholders, which notice shall include the name and address of such disclosure was madestockholder, whichever first occurs. The the number of voting securities that he holds of record and that he holds beneficially, the text of 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 to the meeting and a statement in support of the proposal. Any stockholder who was a stockholder of record on the applicable record date may make any other proposal at an annual meeting or special meeting of stockholders and the same may be discussed and considered, but unless stated in writing and filed with the Board of Directors or the secretary prior to the date set forth herein above, such proposal shall be laid over for action at an adjourned, special, or annual meeting of the stockholders taking place sixty days or more thereafter. This provision shall not prevent the consideration and approval or disapproval at the Special Meetingannual meeting of reports of officers, directors, and committees, but in connection with such reports, no new business proposed by a stockholder, qua stockholder, shall be acted upon at such annual meeting unless stated and filed as herein provided. If Notwithstanding any other matters do properly come before provision of these By-Laws, the meeting, Corporation shall be under no obligation to include any stockholder proposal in its proxy statement materials or otherwise present any adjournment such proposal to stockholders at a special or postponement thereof, it is annual meeting of stockholders if the intention Board of Directors reasonably believes the proponents thereof have not complied with Sections 13 or 14 of the persons named Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder; nor shall the Corporation be required to include any stockholder proposal not required to be included in the its proxy materials to vote on stockholders in accordance with any such matters according to their best judgment and in their discretionsection, rule or regulation.