The Annual Meeting Sample Clauses

The Annual Meeting. The annual meeting of the shareholders shall be held at the principal office of the Corporation at 10:00 o'clock A. M. (Chicago time) on the second Tuesday in May of each year, or if such day be a holiday, then upon the next succeeding secular day. A written or printed notice stating the place, day and hour of the meeting shall be mailed by the Secretary or an Assistant Secretary of the Corporation at least ten days before such meeting to each shareholder to his, her or its last known post-office address, as appears on the books of the Corporation. A majority of the capital stock outstanding represented in person or by proxy shall constitute a quorum at all shareholders' meetings.
The Annual Meeting of the Stockholders of the Corporation shall be held each year, on such date, at such time and at such place, either within or without the State of Delaware, as may be designated by the Board of Directors, from time to time, and stated in the Notice of the Meeting, for the purpose of electing Directors and transacting such other business as may properly be brought before the meeting.
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.
The Annual Meeting. 14 Purpose................................................... 14
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 , 2000 (the "Record Date") will be entitled to notice of, and to vote at, the Annual Meeting. shares of Common Stock were outstanding on the Record Date held by 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 Voting Agreement, as he...
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.
The Annual Meeting of the Stockholders of the Corporation shall be held on the fourth Wednesday in February in each year, beginning in the year 1971 (or if said day be a legal holiday, then on the next succeeding day, not a legal holiday), at 2:00 in the afternoon for the purpose of electing directors and of transacting such other business as may properly be brought before the meeting. The Annual Meeting shall be held at such place within or without the State of Delaware, and at such other date and time, as may be fixed by the Board of Directors and stated in the call and notice of the meeting.

Related to The Annual Meeting

  • Annual Meetings of Shareholders (1) Nominations of persons for election to the Board of Trustees and the proposal of other business to be considered by the shareholders at an annual meeting of shareholders may be properly brought before the meeting (i) pursuant to the Trust's notice of meeting by or at the direction of the trustees or (ii) by any shareholder of the Trust who is a shareholder of record both at the time of giving of notice provided for in this Section 4(b) and at the time of the annual meeting, who is entitled to vote at the meeting and who complies with the terms and provisions set forth in this Section 4.

  • Annual Meetings of Stockholders (i) Nominations of persons for election to the Board of Directors or the proposal of other business to be transacted by the stockholders at an annual meeting of stockholders may be made only (1) pursuant to the Company’s notice of meeting (or any supplement thereto); (2) by or at the direction of the Board of Directors; (3) as may be provided in the certificate of designations for any class or series of preferred stock; or (4) by any stockholder of the Company who (A) is a stockholder of record at the time of giving of the notice contemplated by Section 2.4(a)(ii); (B) is a stockholder of record on the record date for the determination of stockholders entitled to notice of the annual meeting; (C) is a stockholder of record on the record date for the determination of stockholders entitled to vote at the annual meeting; (D) is a stockholder of record at the time of the annual meeting; and (E) complies with the procedures set forth in this Section 2.4(a).

  • Annual Meetings The annual meeting of the stockholders of the Corporation for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on the third Thursday in April in each year, or such other date as the Board may from time to time determine and at such place and hour as shall be designated by the Board in the notice thereof.

  • Meetings of Shareholders The Trust shall hold annual meetings of the Shareholders (provided that the Trust's initial annual meeting of Shareholders may occur up to one year after the completion of its initial fiscal year). A special meeting of Shareholders may be called at any time by a majority of the Trustees or the President and shall be called by any Trustee for any proper purpose upon written request of Shareholders of the Trust holding in the aggregate not less than 51% of the outstanding Shares of the Trust or class or series of Shares having voting rights on the matter, such request specifying the purpose or purposes for which such meeting is to be called. Any shareholder meeting, including a Special Meeting, shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate.

  • Meetings of Stockholders Each of E-RENTER and HAIDA GWAI shall take all action necessary, in accordance with the respective General Corporation Law of its respective state, and its respective certificate of incorporation and bylaws, to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable, to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby. The stockholder votes required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the NRS and its charter and bylaws, in the case of HAIDA GWAI and the General Corporation Law of its respective state, and its charter and bylaws, in the case of E-RENTER USA. HAIDA GWAI and E-RENTER will, through their respective Boards of Directors, recommend to their respective stockholders approval of such matters.

  • Special Meetings of Shareholders Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s notice of meeting. Nominations of persons for election to the Trustees may be made at a special meeting of Shareholders at which trustees are to be elected (i) pursuant to the Trust’s notice of meeting (or any supplement thereto), (ii) by or at the direction of the Trustees or any committee thereof or (iii) provided that the Trustees have determined that trustees shall be elected at such special meeting, by any Shareholder of the Trust who is a Shareholder of record both at the time the notice provided for in this Section 3.8(b) is delivered to the Secretary 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 3.8(b). In the event the Trust calls a special meeting of Shareholders for the purpose of electing one or more Trustees, any such Shareholder may nominate a person or persons (as the case may be) for election to such position as specified in the Trust’s notice of meeting, if the Shareholder’s notice containing the information required by paragraph (a)(2) of this Section 3.8 shall have been delivered to the Secretary at the principal offices of the Trust not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th 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 the nominees proposed by the Trustees to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholder’s notice as described above.

  • Special Meetings of Stockholders Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation's notice of such meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation's notice of such meeting (i) by or at the direction of the Board of Directors or (ii) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice of the special meeting, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 1.12. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation's notice of meeting, if the stockholder's notice required by subparagraph (a)(ii) of this Section 1.12 shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the ninetieth (90th) day prior to such special meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such special meeting or 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.

  • Annual Meeting The annual meeting of the shareholders shall be held on the first day in the month of January in each year, beginning with the year 2000, at the hour of one o'clock p.m., for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as soon as conveniently may be.

  • Meetings of Members The annual meeting of the Members shall be held on (day/month) at the principal office of the Company or at such other time and place as the Members determine, for the purpose of transacting such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings of the Members, for any purpose or purposes, may be called by any Members (or such other number of Members as the Members from time to time may specify). Written or electronic notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than three days before the date of the meeting, either personally or by mail, to each Member of record entitled to vote at such meeting. When all the Members of the Company are present at any meeting, or if those not present sign a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been given. At any meeting of the Members, the presence of Members holding a majority of the Members’ Percentage Interests, as determined from the books of the Company, represented in person or by proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the Members, a Member may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with the Company before or at the time of the meeting. A Member of the Company who is present at a meeting of the Members at which action on any matter is taken shall be presumed to have assented to the action taken, unless the dissent of such Member shall be entered in the minutes of the meeting or unless such Member shall file a written dissent to such action with the person acting as the secretary of the meeting before the meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject. Members of the Company may participate in any meeting of the Members by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matters to be vote upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check if Applicable)

  • Meetings of Directors The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.