Annual Meeting of Shareholders. The Board shall not be required to call, and the Company shall not be required to hold, an annual meeting of Shareholders if there is nothing required to be done at that meeting and the Board has resolved that it is in accordance with the interests of the Company in accordance with section 120 of the Act.
Annual Meeting of Shareholders. Annual Meeting of Shareholders" shall mean the meeting described in the first sentence of Section 6.7.
Annual Meeting of Shareholders. FOURTH. There shall be an annual meeting of the shareholders, the purpose of which shall be the election of Directors and the transaction of whatever other business may be brought before the meeting. The meeting shall be held at the main office of the Association or any other convenient place as the Board of Directors may designate, on the date of each year specified therefor in the By-laws, but if no election is held on that day, it may be held on any subsequent day according to such lawful rules as may be prescribed by the Board of Directors. Nominations for election to the Board of Directors may be made by the Board of Directors or by any shareholder of any outstanding class of capital stock of the Association entitled to vote for election of directors. Nominations other than those made by or on behalf of the existing management of the Association, shall be made in writing and shall be delivered or mailed to the President of the Association and to the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to shareholders, such nominations shall be mailed or delivered to the President of the 1 As will be in effect after the merger. Association and to the Comptroller of the Currency not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the total number of shares of capital stock of the Association that will be voted for each proposed nominee; (d) the name and residence address of the notifying shareholder; and (e) the number of shares of capital stock of the Association owned by the notifying shareholder. Nominations not made in accordance herewith may be disregarded by the Chairman of the meeting, in his discretion, and upon his instructions the vote tellers may disregard all votes cast for each such nominee. CAPITAL
Annual Meeting of Shareholders. RESOLVED, that the Company shall hold the 2012 Annual Meeting of Shareholders by no later than June 30, 2012. GENERAL AUTHORIZATION RESOLVED, that the directors and officers of the Company be, and each of them hereby is, authorized, empowered and directed, in the name of and on behalf of the Company, to do and perform, or cause to be done and performed, all such acts, deeds and things to make, execute and deliver, or cause to be made, executed and delivered, all such agreements, undertakings, documents, instruments or certificates as each such officer or officers may deem necessary or appropriate to effectuate or carry out fully the purpose and intent of the foregoing resolutions. RESOLVED, that all actions previously taken by any director, officer, employee or agent of the Company in connection with or related to the matters set forth in or reasonably contemplated or implied by the foregoing resolutions be, and each of them hereby is, adopted, ratified, confirmed and approved in all respects as the acts and deeds of the Company. Exhibit B Letter of Resignation Board of Directors USA Technologies, Inc. 000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, XX 00000 Re: Resignation Ladies and Gentlemen: I, Xxxxxxx X. Xxxxxx, hereby resign as a member of the Board of Directors of USA Technologies, Inc., a Pennsylvania corporation (the “Company”), and from all related memberships on committees thereof, effective upon the full execution of that certain Third Settlement Agreement dated February [ ], 2012, by and between Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx, Shareholder Advocates for Value Enhancement, the Company, and the other parties signatory hereto. Dated: __________________, 2012 Sincerely, Xxxxxxx X. Xxxxxx Exhibit C Form 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February __, 2012 USA TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Pennsylvania 001-33365 00-0000000 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, Xxxxxxxxxxxx 00000 (Address of principal executive offices and zip code) Registrant’s telephone number, including area code: 610-989-0340 n/a Former name or former address, if changed since last report Check the appropriate box below if the Form 8-K filing is inte...
Annual Meeting of Shareholders. 2. The transition of the management of the Corporation to the Executive's successor as CEO shall begin effective with the Press Release contemplated by paragraph 17 below.
Annual Meeting of Shareholders. Each Purchaser, separately and not jointly, agrees solely with the Company to hold and not transfer its Shares through the date that is 180 days following the Effective Date. Additionally, each Purchaser, severally and not jointly with the other Purchasers, agrees solely with the Company that it will beneficially own its shares of Preferred Stock through the date on which approval of the Amendment is obtained.
Annual Meeting of Shareholders. (i) No nominations of persons for election to the Board or proposals of business other than nominations may be transacted at an annual meeting of shareholders, unless such nominations or other business are either (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board (or any duly authorized committee thereof), (B) otherwise properly brought before the annual meeting by or at the direction of the Board (or any duly authorized committee thereof), or (C) otherwise properly brought before the annual meeting by any shareholder of the Corporation (1) who is a shareholder of record on the date of the giving of the notice provided for in this Section 1.8, on the record date for the determination of shareholders entitled to notice of, and to vote at, such annual meeting and at the time of such annual meeting, (2) who is entitled to vote at such annual meeting, and (3) who complies with the notice procedures set forth in this Section 1.8.
Annual Meeting of Shareholders. (1) Preparation and distribution of the proxy statement and notice of meeting (as well as preparation of the directors' and officers' questionnaires needed to prepare the proxy statement) and annual report. China Bio-Immunity Corporation - Employment Agreement
Annual Meeting of Shareholders. The annual meeting of the shareholders for the election of Directors and the transaction of whatever other business may be brought before said meeting shall be held at the main office or such other place as the Board of Directors may designate, on the day of each year specified therefor by the Bylaws, but if no election is held on that day, it may be held on any subsequent day according to the provisions of law; and all elections shall be held according to such lawful regulations as may be prescribed by the Board of Directors.
