2011 Annual Meeting Sample Clauses

2011 Annual Meeting. Unless definitive action has already been taken related to the following, substantially simultaneously with the execution of this Agreement, the Board and all applicable committees of the Board shall have or will have (a) taken all actions necessary and appropriate to increase the size of the Board to six (6) directors, such that a vacancy will exist in Class I of the Board (the “Class I Vacancy”), (b) nominated Jxxxx X. Xxxxxxxxx and Pxxxxx Xxxxx for election at the 2011 Annual Meeting as Class I Directors to hold office until the 2012 annual meeting of stockholders of the Company (the “Class I Directors”), (c) nominated Txxxxx X. Xxxx and Jxxx X. Xxxxxxxx for election at the 2011 Annual Meeting as Class II Directors to hold office until the 2013 annual meeting of stockholders of the Company (the “Class II Directors”), (d) nominated Mxxxxxx Xxxxx and Cxxxx X. Xxxxxx for election at the 2011 Annual Meeting as Class III Directors to hold office until the 2014 annual meeting of stockholders of the Company (the “Class III Directors”), and (e) recommended that the Company’s stockholders vote in favor of the election at the 2011 Annual Meeting of Messrs. Cxxxxxxxx and Summe as Class I Directors, Messrs. Lxxx and Mxxxxxxx as Class II Directors and Messrs. Lxxxx and Txxxxx as Class III Directors. Following the execution of this Agreement, (a) the Company shall within 48 hours amend its definitive proxy statement and proxy card in connection with the 2011 Annual Meeting to reflect such nominations and recommendations, as well as the other matters set forth herein, (b) the Company shall use its reasonable best efforts to solicit proxies in favor of the election at the 2011 Annual Meeting of Messrs. Cxxxxxxxx and Summe as Class I Directors, Messrs. Lxxx and Mxxxxxxx as Class II Directors and Messrs. Lxxxx and Txxxxx as Class III Directors, including voting all shares of Common Stock represented by proxies received pursuant to the Company’s definitive proxy statement in favor of such individuals (except for any proxy that specifically indicates that such authority is withheld) and against any proposal inconsistent with this Agreement that may be raised at the 2011 Annual Meeting and (c) the Company shall not cancel or adjourn, nor shall the Company propose any other matter to be voted upon at, the 2011 Annual Meeting, which shall be duly convened and shall act to elect the foregoing nominees on May 25, 2011, without the written approval of the MetVP Entities.
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2011 Annual Meeting. The Corporation agrees that it will ------------------- not hold its 2011 annual meeting of stockholders (or any special meeting of stockholders in lieu of the 2011 annual meeting of stockholders for the purpose of electing directors) prior to November 1, 2011.
2011 Annual Meeting. The Company hereby irrevocably covenants and agrees that it shall take all requisite action, in accordance with the Bylaws of the Company, to nominate Drs. Drake, Xxxxx and Pykett for election as directors of the Company for a term expiring at the Company’s 2014 Annual Meeting or until their respective successors are duly elected and qualified, if later (the “2014 Class”). Additionally, (i) the Board unanimously shall recommend that the Company’s stockholders vote in favor of the election of Drs. Drake, Xxxxx and Pykett at the 2011 Annual Meeting, (ii) the Company irrevocably shall include such recommendation in any proxy materials circulated by the Company for the 2011 Annual Meeting, and (iii) the Company, irrevocably agrees to solicit proxies actively for the election of Drs. Drake, Xxxxx and Pykett at the 2011 Annual Meeting.

Related to 2011 Annual Meeting

  • Annual Meeting An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such time as may be fixed by the board of directors.

  • Annual Meetings The Annual Meeting of Stockholders for the election of directors shall be held on such date and at such time as shall be designated from time to time by the Board of Directors. Any other proper business may be transacted at the Annual Meeting of Stockholders.

  • Annual Meetings of Stockholders No business may be transacted at an annual meeting of stockholders, other than business that is either (i) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the annual meeting by or at the direction of the Board or (iii) otherwise properly brought before the annual meeting by any stockholder of the Corporation (x) who is a stockholder of record entitled to vote at such annual meeting on the date of the giving of the notice provided for in this Section 2.7(a) and on the record date for the determination of stockholders entitled to vote at such annual meeting and (y) who complies with the notice procedures set forth in this Section 2.7(a). Notwithstanding anything in this Section 2.7(a) to the contrary, only persons nominated for election as a director to fill any term of a directorship that expires on the date of the annual meeting pursuant to Section 3.2 will be considered for election at such meeting.

  • Meeting of Stockholders Exodus shall promptly after the date hereof take all action necessary in accordance with Delaware Law, Nasdaq rules and its Certificate of Incorporation and Bylaws to convene a meeting of the stockholders of Exodus for the purpose of approving the issuance of shares of Exodus Common Stock in the Merger (referred to as the "Exodus Stockholders Meeting") as soon as practicable after the date --------------------------- that the Exodus Proxy Statement shall be cleared by the SEC for mailing to the stockholders of Exodus. Exodus shall consult with the Company regarding the date of or any postponements or adjournments of the Exodus Stockholders Meeting and, except as provided in the next sentence, shall not postpone or adjourn Exodus Stockholders Meeting without the consent of the Company. Notwithstanding the foregoing two sentences, Exodus may adjourn or postpone the Exodus Stockholders Meeting (i) to the extent necessary to ensure that any amendment or supplement to the Exodus Proxy Statement required under the Securities Act due to developments following the initial mailing thereof is provided to Exodus stockholders in advance of a vote on the Merger (in which case the Exodus Stockholders Meeting shall be held on the next legally permissible business day, but in no event more than ten (10) business days after the originally scheduled date) or (ii) if, as of the originally scheduled date and time for the Exodus Stockholders Meeting (as set forth in the Exodus Proxy Statement), there are insufficient shares of Exodus Common Stock represented (either in person or by proxy) to constitute the quorum necessary to conduct the business of the Exodus Stockholders Meeting (in which case the Exodus Stockholders Meeting shall be adjourned until such quorum is available, but in no event more than ten (10) business days after the originally scheduled date). Exodus's obligation to call, give notice of, convene and hold the Exodus Stockholders Meeting in accordance with this Section 5.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Exodus of any Third Party Acquisition Proposal (as defined in Section 5.7(b)), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Exodus with respect to the Merger. Exodus shall use its best efforts to solicit from stockholders of Exodus proxies in favor of the issuance of share of Exodus Common Stock in the Merger and shall, subject to the Exodus board's fiduciary duty, take all other action necessary or advisable to secure the vote or consent of stockholders required to effect the Merger.

  • 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 meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 2.11, is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, 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. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

  • Meeting of Shareholders 33 5.3 Access to Information....................................................................... 33 5.4 Confidentiality............................................................................. 34 5.5 Public Disclosure........................................................................... 34 5.6

  • Meetings of Stockholders Meetings of stockholders may be held within or outside of the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside of the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

  • Initial Meeting (a) The parties must meet within 10 Business Days after the date of delivery of the dispute notice and attempt to resolve the dispute.

  • 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.

  • Special Meeting Special meetings of the stockholders may be called only by such persons and only in such manner as set forth in the Certificate of Incorporation. No business may be transacted at any special meeting of stockholders other than the business specified in the notice of such meeting. The Board may postpone, reschedule or cancel any previously scheduled special meeting of stockholders.

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