Shareholder Proposals. In connection with the transactions contemplated hereby, the Company will call a meeting of its shareholders, to be held as promptly as practicable after the date of this Agreement to vote on (i) amendments to Company’s articles of incorporation necessary to consummate the transactions contemplated by this Agreement (the “Articles of Amendment”), including, without limitation, an amendment to authorize additional shares of Common Stock and Preferred Stock (the “Articles Amendment Proposal”), (ii) the issuance of Common Shares to the Investors and the Treasury and in connection with the Granite Merger, as contemplated by this Agreement, the Investment Agreements and the Merger Agreement and as required by Rule 5635 of the NASDAQ Listing Rules (the “Share Issuance Proposal”), and (iii) the approval of a reverse stock split of the Common Shares, if such approval is required by the NASDAQ Listing Rules or as the Company otherwise deems necessary (the “Stock Split Proposal”, together with the Articles Amendment Proposal and the Share Issuance Proposal, the “Shareholder Proposals”).
Shareholder Proposals. Denmark. According to the Danish Companies Act, extraordinary general meetings of shareholders will be held whenever the board of directors or the appointed auditor requires. In addition, one or more shareholders representing at least 1/20th of the registered share capital of the company may, in writing, require that a general meeting be convened. If such a demand is forwarded, the board of directors shall convene the general meeting within two weeks thereafter. All shareholders have the right to present proposals for adoption at the annual general meeting, provided that the proposals are made in writing and forwarded at the latest six weeks prior thereto. In the event that the proposal is received at a later date, the board of directors will decide whether the proposal has been forwarded in due time to be included on the agenda.
Shareholder Proposals. As a general matter, the Funds do not hold regular meetings of shareholders. If you wish to submit a proposal for consideration at a meeting of shareholders of your Fund, you should send such proposal to the applicable Company at the address set forth on the first page of this Proxy Statement. To be considered for presentation at a meeting of shareholders, the applicable Company must receive proposals a reasonable time before proxy materials are prepared for the meeting. Your proposal also must comply with applicable law. For discussion of how to propose an individual for nomination as a director, please refer to the section of this Proxy Statement entitled "Proposal 1 -- Current Committees of the Boards -- Nominating Committee." PROPOSAL 1 -- ELECTION OF DIRECTORS WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 1? Proposal 1 applies to the shareholders of all Funds.
Shareholder Proposals. For any shareholder proposal to be presented in connection with an annual meeting of shareholders of the Company, including any proposal relating to the nomination of a trustee to be elected to the Board of Trustees of the Company, the shareholders must have given timely notice thereof in writing to the Secretary of the Company. To be timely, a shareholder's proposal shall be delivered to the Secretary at the principal executive offices of the Company not less than 120 days in advance of the release date of the Company's proxy statement to shareholders in connection with the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. Such shareholders' notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a trustee all information relating to such person that is required to be disclosed in solicitations of proxies for election of trustees, or is otherwise required, in each case, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (including such person's written consent to being named in the proxy statement as a nominee and to serving as a trustee if elected); (b) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and of the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (i) the name and address of such shareholder, as they appear on the Company's books, and of such beneficial owner and (ii) the class and number of shares of beneficial interest of the Company which are owned beneficially and of record by such shareholders and such beneficial owner. For the 1995 annual meeting the previous year's meeting shall be dee...
Shareholder Proposals. Each of the Purchaser and the General Partner covenants and agrees that, until the Release Date occurs, no member of the Restricted Group shall (A) initiate, propose or otherwise solicit shareholders of the Company with respect to, or otherwise make publicly, any shareholder proposal with respect to the Company (including without limitation a proposal of the type described in Rule 14a-8 under the Exchange Act), or induce or attempt to induce any other Person to initiate any such shareholder proposal or (B) solicit, seek to effect, negotiate with or provide any information to any other Person (other than another member of the Restricted Group) with respect to, or make any proposal, whether written or oral, to the Board, or otherwise make any public announcement or proposal whatsoever with respect to, a merger or acquisition of the Company or any of its Subsidiaries, the sale of substantially all of the assets of the Company or any capital stock of any of its Significant Subsidiaries, the purchase of Voting Securities of the Company or any of its Significant Subsidiaries, the liquidation or recapitalization of the Company or any of its Subsidiaries or any similar business transactions, or take any other action which might require or result in a public announcement with respect to any such matters or other matters which would require a shareholder vote, or make an announcement of the intention to make such a proposal (in each case other than any such public statements or proposals necessary to the exercise of the Restricted Group's solicitation rights permitted by the proviso contained in Section 2 of this Agreement).
Shareholder Proposals. The By-Laws provide that the Annual Meeting of the Shareholders of the Company will be held on the fourth Monday in April in each year unless otherwise determined by the Board of Directors. Appropriate proposals of security holders intended to be presented at the 2002 Annual Meeting must be received by the Company for inclusion in the Company's proxy statement and form of proxy relating to that meeting on or before November 19, 2001. In addition, the Company's By-Laws provide that if security holders intend to nominate directors or present proposals at the 2002 Annual Meeting other than through inclusion of such proposals in the Company's proxy materials for that meeting, then the Company must receive notice of such nominations or proposals no earlier than January 23, 2002 and no later than February 22, 2002. If the Company does not receive notice by that date, then such proposals may not be presented at the 2002 Annual Meeting. APPENDIX A HUTTIG BUILDING PRODUCTS, INC. AUDIT COMMITTEE CHARTER COMPOSITION The Audit Committee shall be comprised of at least three directors, each of whom shall have no relationship to the Company that, in the opinion of the Board of Directors, may interfere with the exercise of their independence from management and the Company. Each Audit Committee member shall be financially literate, and at least one member shall have accounting or related financial management expertise, as such qualifications are interpreted by the Board of Directors in its business judgment. Subject to the annual appointment by the Board of Directors, the Audit Committee shall have the responsibility, authority and specific duties as described below. One of the members shall be appointed Committee Chairman by the other members of the Audit Committee. RESPONSIBILITY The Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities as to accounting policies and financial reporting practices of Huttig Building Products, Inc. and its subsidiaries, the sufficiency of auditing relative thereto and the adequacy and effectiveness of the Company's internal controls. It is to be the Board's principal agent in assuring the independence of the Company's independent auditors, the integrity of management and the adequacy of disclosures to shareholders. The independent auditors are ultimately accountable to the Board of Directors and the Audit Committee, and the Audit Committee and the Board of Directors have the ultimate authority and...
Shareholder Proposals. (a) The record date to vote on the Shareholder Proposals (as hereinafter defined) has been duly fixed to be December 17, 1997 (the "Record Date") by all necessary action of the Board of Directors. As of the date hereof, the shareholders of the Company listed on Schedule 2.1.24 are the record holders of the number of shares of Common Stock or Series A Preferred Stock, as the case may be, set forth opposite their names on such schedule. Such shareholders are entitled to vote all such shares in connection with the Shareholder Proposals. Such shares represent more than 50% of the issued and outstanding Common Stock and other securities of the Company having voting rights as of the date hereof (and will represent more than 50% of the issued and outstanding Common Stock and other securities of the Company having voting rights as of the Record Date) and are sufficient in number to approve the Shareholder Proposals even if all other shares of Common Stock and other securities having voting rights issued and outstanding as of the date hereof vote against the Shareholder Proposals.
Shareholder Proposals. Except as otherwise provided by statute, the corporation’s Articles of Incorporation or these Bylaws:
Shareholder Proposals. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings. Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in articles of association. Our amended and restated articles of association allow our shareholders holding not less than ten percent of all voting power of our share capital in issue to requisition a shareholders meeting, in which case our board of directors is obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting. Other than this right to requisition a shareholders meeting, our amended and restated articles of association do not provide our shareholders other right to put proposal before a meeting. As an exempted Cayman Islands company, we are not obliged by law to call shareholders annual general meetings.
Shareholder Proposals. Any shareholder wishing to present a proposal at the 2004 Annual Meeting must send such proposal to the Company before January 31, 2004 so that it may be included in the proxy solicitation documents for the annual meeting.
