Common use of Timely Notice Clause in Contracts

Timely Notice. To be timely, a Limited Partner’s Nomination Notice must be delivered to or mailed and received by the Secretary of the Partnership at the principal executive offices of the Partnership not earlier than the opening of business on the one hundred twentieth (120th) day prior to, and not later than the close of business on the ninetieth (90th) day prior to, the first anniversary of the date on which the Partnership’s proxy statement for the immediately preceding annual meeting of Limited Partners was made available; provided, however, that, with respect to the annual meeting of Limited Partners held in 2017, a Limited Partner’s Nomination Notice must be delivered to or mailed and received by the Secretary of the Partnership at the principal executive offices of the Partnership no later than September 22, 2017, and no earlier than August 23, 2017; provided, further, that, in the event that the annual meeting is called for a date that is more than thirty (30) days earlier or more than sixty (60) days later than such first anniversary date, to be timely the Nomination Notice must be so received on the later of the close of business on the one hundred twentieth (120th) day prior to the date of such annual meeting of Limited Partners or the tenth (10th) day following the day on which public announcement of the date of such annual meeting is first made by the Partnership. In no event shall any adjournment or postponement of an annual meeting or the public announcement thereof commence a new time period (or extend any time period) for the giving of a Nomination Notice as described above. For purposes of this Section 15.2, “public announcement” shall mean disclosure in a press release reported by the Dow ▇▇▇▇▇ News Services, Associated Press or comparable national news service, or in a document publicly filed by the Partnership with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder, or posted on the Partnership’s website. 101

Timely Notice. To be timely, a Limited Partnerstockholder’s Nomination Notice notice required by Section 10(a) or Section 11(a) must be delivered to or mailed and received by the Secretary of the Partnership at the principal executive offices of the Partnership Corporation not earlier less than the opening of business on the one hundred twentieth twenty (120th120) day nor more than one hundred fifty (150) days prior toto the first anniversary of the preceding year’s annual meeting of stockholders (which date shall, and for purposes of the Corporation’s annual meeting of stockholders in the year 2026, be deemed to have occurred on June 1, 2025); provided, however, that if the date of the annual meeting is scheduled for a date more than thirty (30) days prior to or more than sixty (60) days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the ninetieth (90th) day prior to, the first anniversary of the date on which the Partnership’s proxy statement for the immediately preceding annual meeting of Limited Partners was made available; provided, however, that, with respect to the annual meeting of Limited Partners held in 2017, a Limited Partner’s Nomination Notice must be delivered to or mailed and received by the Secretary of the Partnership at the principal executive offices of the Partnership no later than September 22, 2017, and no earlier than August 23, 2017; provided, further, that, in the event that the annual meeting is called for a date that is more than thirty (30) days earlier or more than sixty (60) days later than such first anniversary date, to be timely the Nomination Notice must be so received on the later of the close of business on the one hundred twentieth (120th) day prior to the date of such annual meeting of Limited Partners or and the tenth (10th) day following the day on which public announcement disclosure of the date of such annual meeting is first made by the Partnershipmade. In no event shall any will a recess or adjournment or postponement of an annual meeting (or the public any announcement thereof of any such recess or adjournment) commence a new time period (or extend any time period) for the giving of a Nomination Notice stockholder’s notice as described above. For purposes Notwithstanding the foregoing, in the event the number of this Section 15.2, “public announcement” shall mean disclosure in a press release reported directors to be elected to the Board at the annual meeting is increased by the Dow ▇▇▇▇▇ News ServicesBoard, Associated Press or comparable national news service, or in a document publicly filed and there is no public announcement by the Partnership with Corporation naming the Commission nominees for the additional directors at least one hundred thirty (130) days prior to the first anniversary of the date on which the Corporation held the preceding year’s annual meeting of stockholders, a stockholder’s notice pursuant to Section 1311(a) will be considered timely, 14 but only with respect to nominees for the additional directorships, if it is delivered to or 15(d) mailed and received by the Secretary at the principal executive offices of the Exchange Act and Corporation not later than the rules and regulations promulgated thereunder, or posted close of business on the Partnership’s website. 101tenth (10th) day following the day on which such public announcement is first made by the Corporation.

Timely Notice. To In order for a nomination made by a Nominating Shareholder to be timelytimely notice (a “Timely Notice”) and therefore properly brought, a Limited Partnerthe Nominating Shareholder’s Nomination Notice notice must be delivered to or mailed and received by the Secretary corporate secretary of the Partnership Company at the principal executive offices or registered office of the Partnership not earlier than Company: (a) in the opening case of business on the one hundred twentieth an annual meeting of shareholders (120th) day prior toincluding an annual and special meeting), and not later than the close of business 5:00 p.m. (Eastern time) on the ninetieth (90th) day a date that is not less than 90 days nor more than 120 days prior to, to the first anniversary of the date on which the Partnershippreceding year’s proxy statement for the immediately preceding annual meeting of Limited Partners was made availableshareholders (which date shall, for the purposes of the Company’s first annual meeting of shareholders after its Common Shares are first publicly traded, be deemed to have occurred on May 1 of the preceding calendar year); provided, however, that, with respect to the annual meeting of Limited Partners held in 2017, a Limited Partner’s Nomination Notice must be delivered to or mailed and received by the Secretary of the Partnership at the principal executive offices of the Partnership no later than September 22, 2017, and no earlier than August 23, 2017; provided, further, that, that in the event that the date of the annual meeting is called for a date that is advanced more than thirty (30) 30 days earlier prior to such anniversary date or delayed more than sixty (60) 90 days later than after such first anniversary date, date then to be timely the Nomination Notice such notice must be so received on by the Company no earlier than 90 days prior to such annual meeting and no later than the later of the close of business on the one hundred twentieth (120th) day 70 days prior to the date of such annual the meeting of Limited Partners or the tenth (10th) 10th day following the day on which public announcement of the date of the meeting (each such annual meeting is first made by date being the Partnership. In “Notice Date”); provided, further, that in no event shall any adjournment or postponement of an annual meeting any meeting, or the public announcement thereof thereof, commence a new time period (or extend any time period) for the giving of a Nomination Notice the Nominating Shareholder’s notice as described above; and (b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes the election of directors to the board, not later than the close of business on the 15th day following the Notice Date. The number of nominees a Nominating Shareholder may nominate (or in the case of a shareholder giving the notice on behalf of a beneficial owner, the number of nominees a Nominating Shareholder may nominate on behalf of such beneficial owner) for election shall not exceed the number of directors to be elected at the annual meeting. Notwithstanding anything in the first sentence of the preceding paragraph to the contrary, in the event that the number of directors to be elected to the board is increased by the board and there is no notice or public disclosure by the Company naming all of the nominees for director or specifying the size of the increased board at least 70 days prior to the anniversary date of the immediately preceding annual meeting of shareholders, a shareholder’s notice required by this Article 10.11 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the corporate secretary at the principal executive offices of the Company not later than the 10th day following the day on which such notice or public disclosure of such increase was made by the Company. A Nominating Shareholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is 10 days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the corporate secretary at the principal executive offices of the Company not later than five days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight days prior to the date for the meeting or any adjournment or postponement thereof in the case of the update and supplement required to be made as of 10 days prior to the meeting or any adjournment or postponement thereof. For purposes the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section 15.2of these Articles shall not limit the Company’s rights with respect to any deficiencies in any notice provided by a shareholder, “public announcement” shall mean disclosure in extend any applicable deadlines under these Articles or enable or be deemed to permit a press release reported shareholder who has previously submitted a notice under these Articles to amend or update any proposal or to submit any new proposal, including by the Dow ▇▇▇▇▇ News Services, Associated Press changing or comparable national news service, or in a document publicly filed by the Partnership with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder, or posted on the Partnership’s website. 101adding nominees.

Timely Notice. To be timely, a Limited Partnerstockholder’s Nomination Notice notice required by Section ‎9(a) or Section ‎10(a) must be delivered to or mailed and received by the Secretary of the Partnership at the principal executive offices of the Partnership Company not earlier less than 120 nor more than 150 days prior to the opening first anniversary of business the date on which the one hundred twentieth Company’s definitive proxy statement was first sent to stockholders in connection with the preceding year’s annual meeting of stockholders (120th) day which date shall, for purposes of the Corporation’s annual meeting of stockholders in the year of the closing of the transactions contemplated in the Business Combination Agreement be deemed to have occurred on [●], 202[●]); provided, however, that if the date of the annual meeting is scheduled for a date more than 30 days prior toto or more than 60 days after the anniversary of the preceding year’s annual meeting, and notice by the stockholder to be timely must be so delivered not later than the close of business on the ninetieth (90th) day prior to, the first anniversary of the date on which the Partnership’s proxy statement for the immediately preceding annual meeting of Limited Partners was made available; provided, however, that, with respect to the annual meeting of Limited Partners held in 2017, a Limited Partner’s Nomination Notice must be delivered to or mailed and received by the Secretary of the Partnership at the principal executive offices of the Partnership no later than September 22, 2017, and no earlier than August 23, 2017; provided, further, that, in the event that the annual meeting is called for a date that is more than thirty (30) days earlier or more than sixty (60) days later than such first anniversary date, to be timely the Nomination Notice must be so received on the later of the close of business on the one hundred twentieth (120th) 120th day prior to the date of such annual meeting of Limited Partners or and the tenth (10th) 10th day following the day on which public announcement disclosure of the date of such annual meeting is first made by the Partnershipmade. In no event shall any will a recess or adjournment or postponement of an annual meeting (or the public any announcement thereof of any such recess or adjournment) commence a new time period (or extend any time period) for the giving of a Nomination Notice stockholder’s notice as described above. For purposes Notwithstanding the foregoing, in the event the number of this Section 15.2, “public announcement” shall mean disclosure in a press release reported directors to be elected to the Board at the annual meeting is increased by the Dow ▇▇▇▇▇ News ServicesBoard, Associated Press or comparable national news service, or in a document publicly filed and there is no public announcement by the Partnership with Company naming the Commission nominees for the additional directors at least 100 days prior to the first anniversary of the date on which the Company held the preceding year’s annual meeting of stockholders, a stockholder’s notice pursuant to Section 13‎10(a) will be considered timely, 14 but only with respect to nominees for the additional directorships, if it is delivered to or 15(d) mailed and received by the Secretary at the principal executive offices of the Exchange Act and Company not later than the rules and regulations promulgated thereunder, or posted close of business on the Partnership’s website. 101tenth day following the day on which such public announcement is first made by the Company.

Timely Notice. At a meeting of the stockholders, only such nominations of persons for the election of directors and such other business shall be conducted as have been properly brought before the meeting. To be properly brought before an annual meeting, nominations or such other business must be: (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or any authorized committee thereof, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors or any authorized committee thereof, or (iii) otherwise properly brought before an annual meeting by a stockholder who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.03 and who is a stockholder of record of the Corporation at the time such notice of meeting is given. In addition, any proposed business must be a proper matter for stockholder action. For business (including, but not limited to, director nominations) to be properly brought before an annual meeting by a stockholder, the stockholder or stockholders of record intending to propose the business (the “Proposing Stockholder”) must have given timely notice thereof pursuant to this Section 2.03 in writing to the secretary of the Corporation even if such matter is already the subject of any notice to the stockholders or Public Disclosure from the Board of Directors. To be timely, a Limited PartnerProposing Stockholder’s Nomination Notice notice must be delivered to or mailed and received by the Secretary of the Partnership at the principal executive offices of the Partnership Corporation in the case of an annual meeting of the stockholders, not earlier less than the opening of business on the one hundred twentieth twenty (120th120) day calendar days or more than 150 calendar days prior toto the one-year anniversary of the previous year’s annual meeting of stockholders; provided, and however, that if no annual meeting was held or deemed to have been held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date on which the previous year’s annual meeting was held, notice by the stockholder to be timely must be so received not later than the close of business on the ninetieth later of one hundred twenty (90th120) day prior to, calendar days in advance of such annual meeting or ten (10) calendar days following the first anniversary date of Public Disclosure of the date on which of such meeting. For purposes of the Partnership’s proxy statement for foregoing, the immediately preceding 2022 annual meeting of Limited Partners was made available; providedstockholders shall be deemed to have been held on June 15. In no event shall the Public Disclosure of an adjournment or postponement of an annual meeting commence a new notice time period (or extend any notice time period). If the number of directors to be elected to the Board of Directors at an annual meeting is increased and there is no Public Disclosure by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least ten (10) days prior to the last day a stockholder may deliver a notice in accordance with the preceding provisions of this paragraph, howeverthen a stockholder’s notice shall be considered timely, that, but only with respect to the annual meeting of Limited Partners held in 2017nominees for any new positions created by such increase, a Limited Partner’s Nomination Notice must be delivered to or mailed and if it is received by the Secretary secretary not later than the tenth calendar day following the day on which such Public Disclosure first made by the Corporation. To be considered timely, any notices or other information required to be delivered or submitted pursuant to this Article II must be received by the Corporation before the close of business of the Partnership designated day at the principal executive offices of the Partnership no later than September 22, 2017, and no earlier than August 23, 2017; provided, further, that, in the event that the annual meeting is called for a date that is more than thirty (30) days earlier or more than sixty (60) days later than such first anniversary date, to be timely the Nomination Notice must be so received on the later of the close of business on the one hundred twentieth (120th) day prior to the date of such annual meeting of Limited Partners or the tenth (10th) day following the day on which public announcement of the date of such annual meeting is first made by the Partnership. In no event shall any adjournment or postponement of an annual meeting or the public announcement thereof commence a new time period (or extend any time period) for the giving of a Nomination Notice as described above. For purposes of this Section 15.2, “public announcement” shall mean disclosure in a press release reported by the Dow ▇▇▇▇▇ News Services, Associated Press or comparable national news service, or in a document publicly filed by the Partnership with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder, or posted on the Partnership’s website. 101Corporation.