The Annual Meeting Clause Samples

The Annual Meeting. 14 Purpose................................................... 14

The Annual Meeting. (a) BCM hereby agrees (i) not to nominate any person for election to the Board, or to propose any business to be presented to the Company’s shareholders, at the Company’s 2016 Annual Meeting of Shareholders (the “Annual Meeting”) and (ii) not to submit any notice in respect thereof pursuant to the Amended and Restated Articles of Incorporation of the Company. (b) The Company agrees that it shall (i) nominate the BCM Nominee for election as a director of the Company at the Annual Meeting, to be placed in the class of directors with a term ending at the Company’s 2017 Annual Meeting of Shareholders, and (ii) solicit proxies for the BCM Nominee’s election as a director to the same extent as for the election or re-election of any other Company nominee for election to the Board at the Annual Meeting.

The Annual Meeting. PURPOSE This Proxy Statement is being furnished to holders of shares of Common Stock in connection with the solicitation of proxies by the Board of Directors for use at the Annual Meeting. At the Annual Meeting, shareholders of the Company will consider a proposal to approve and adopt the Merger Agreement, as it may be amended from time to time, which provides for the Merger of Merger Sub into the Company, with the Company as the Surviving Corporation. The Merger Agreement is attached as ANNEX A to this Proxy Statement. In addition, at the Annual Meeting, shareholders of the Company will be asked to consider and vote on the election of directors and to ratify the appointment of independent auditors of the Company. THE BOARD OF DIRECTORS, AFTER RECEIVING THE UNANIMOUS RECOMMENDATION OF A SPECIAL COMMITTEE OF INDEPENDENT DIRECTORS (THE "SPECIAL COMMITTEE"), HAS APPROVED THE MERGER AGREEMENT AND THE MERGER, AND HAS DETERMINED THAT THE MERGER AGREEMENT AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY'S SHAREHOLDERS OTHER THAN MERGER SUB, PARENT, SAW MILL, THE MANAGEMENT SHAREHOLDERS AND THEIR RESPECTIVE AFFILIATES (COLLECTIVELY, THE "PUBLIC SHAREHOLDERS"). THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF THE COMPANY VOTE "FOR" THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AT THE ANNUAL MEETING. SEE "SPECIAL FACTORS -- REASONS FOR THE MERGER; FAIRNESS OF THE MERGER." IN ADDITION, THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS OF THE COMPANY VOTE "FOR" EACH NOMINEE FOR ELECTION TO THE BOARD OF DIRECTORS AND "FOR" RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS. RECORD DATE; VOTING RIGHTS Only holders of shares of Common Stock at the close of business on May 30, 2000 (the "Record Date") will be entitled to notice of, and to vote at, the Annual Meeting. 20,528,377 shares of Common Stock were outstanding on the Record Date held by 208 holders of record. Each share of Common Stock entitles the registered holder thereof to one vote. REQUIRED VOTE The Wisconsin Business Corporation Law ("WBCL") requires that a majority of the issued and outstanding shares of Common Stock must be voted in favor of the Merger Agreement for the Merger Agreement to be approved. Under the Merger Agreement, Saw Mill, Parent and Merger Sub have agreed to vote all shares of Common Stock owned by them in favor of the approval and adoption of the Merger Agreement and the Merger. In addition, under the Vo...

The Annual Meeting. (a) Venor hereby withdraws the Nomination Notice and agrees not to nominate any person for election, or propose any business to be presented to the Company’s shareholders, at the Annual Meeting. (b) The Company agrees that it shall include ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ on the Slate for the Annual Meeting and shall solicit proxies for his election as a director at the Annual Meeting to the same extent as for the election or re-election of any other member of the Slate.

The Annual Meeting. The matters to be considered at the annual meeting are of great importance to Fedders stockholders. Accordingly, stockholders are urged to read carefully and consider the information presented in this proxy statement/prospectus and its attachments. Stockholders are also urged to give a proxy to be voted at the annual meeting either (i) over the telephone by calling a toll-free number, (ii) electronically, using the Internet, or (iii) by mailing in the enclosed proxy card. Date, Place and Time The annual meeting is scheduled to be held at 10:30 a.m., local time on February 26, 2002, at the Somerset Hills Hotel, 200 Liberty Corner Road, Warren, New Jersey 07060. Purpose o▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ purpose of the annual meeting is to consider and take action upon (i) the proposed amendment to Fedders' certificate of incorporation deleting Section VI of clause A of Article Second which provides that in any merger or consolidation the holders of Class A Stock are entitled to receive the same per share consideration as is received by the holders of the Common Stock, (ii) the recapitalization agreement and plan of merger, dated December 28, 2001, between Fedders Corporation and FC Merger Sub, Inc., a wholly owned subsidiary of Fedders Corporation, (iii) each of the changes to Fedders' certificate of incorporation that will be made as a result of the recapitalization, (iv) the election of nine (9) directors, and (v) the ratification of the appointment of our independent auditors. Record Date; Stock Entitled to Vote; Vote Required; Quorum Owners of record of shares of Fedders Common Stock, Class A Stock and Class B Stock on the close of business on December 28, 2001, the record date for the annual meeting, are entitled to receive notice of and vote at the annual meeting. Such holders will be entitled to one vote per share of Common Stock, Class A Stock or Class B Stock held as of the record date. A quorum of stockholders is necessary for a valid meeting. The required quorum for the transaction of business at the annual meeting, in person or by proxy, is a majority of the total voting power of all the outstanding shares of Common Stock and Class B Stock and a majority of the total voting power of all the outstanding shares of Class A Stock entitled to vote on the record date. Under the terms of the certificate of incorporation, the proposed deletion of Section VI of clause A of Article Second of the certificate of incorporation requires approval of at least a majority...

The Annual Meeting. The annual meeting of VCS shall take place in the month of February; the specific date, time and location of which will be designated by the VCS Board of Directors. At the first annual meeting, the board chair shall select directors to vacant positions opened by a director’s term ending, receive information in the annual report, and hear reports from standing committee chairpersons. However, in accordance with MN Statute 124D.10, before VCS completes its third year of operation, an ongoing board will be elected in accordance with 124D.10. Additionally, at least a third of the VCS Directors shall be elected before the end of VCS’s second year of operation; and the full board elected by the completion of VCS’s third year of operation. Terms of newly seated board members will begin at the March meeting.