Common use of Annual Meeting of Shareholders Clause in Contracts

Annual Meeting of Shareholders. 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.

Annual Meeting of Shareholders. There shall be an annual meeting Section 1. All meetings of the shareholders, the purpose of which shall be shareholders for the election of Directors shall be held in the Township of Princeton, State of New Jersey, or at such other place as may be fixed from time to time by the Board of Directors. Section 2. Annual meetings of shareholders shall be held on the third Thursday in May in each year, if not a legal holiday, and if a legal holiday, then on the transaction next regular business day following, at 10:00 a.m., or at such other date and time as shall be fixed from time to time by the Board of whatever Directors and stated in the notice of meeting, at which the shareholders shall elect the members of the Board of Directors subject to election, and transact such other business as may properly be brought before the meeting. Section 3. The Written notice of the annual meeting stating the time, place, and purpose or purposes of 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 delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, to each year specified therefor shareholder of record entitled to vote at such meeting. Section 4. Only persons who are nominated in accordance with the By-laws, but if no following procedures shall be eligible for election is held on that day, it may be held on any subsequent day according to such lawful rules as may be prescribed by Directors of the Board of DirectorsCorporation. Nominations of persons for election to the Board of Directors may be made at any annual meeting of shareholders (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any shareholder of any outstanding class the Corporation (i) who is a shareholder of capital stock record on the date of the Association giving of the notice provided for in this Section 4 and on the record date for the determination of shareholders entitled to vote at such annual meeting, and (ii) who complies with the notice procedures set forth in this Section 4. In addition to any other applicable requirements, for election of directors. Nominations other than those a nomination to be made by or on behalf a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary of the existing management Corporation. To be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the principal offices 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., Corporation not less than 14 sixty (60) days nor more than 50 ninety (90) days prior to any the date of the annual meeting of shareholders called for the election of directorsshareholders; provided, however, that if in the event that less than 21 seventy (70) days’ notice or prior public disclosure of the date of the meeting is given to shareholders, such nominations shall notice by the shareholder to be mailed or delivered to the President of the 1 As will timely must be in effect after the merger. Association and to the Comptroller of the Currency so received not later than the close of business on the seventh tenth (10th) day following the day on which the such notice of the date of the annual meeting was mailedmailed or such public disclosure of the date of the annual meeting was made, whichever first occurs. Such notification shall contain the following information To be in proper written form, a shareholder’s notice to the extent known to the notifying shareholder: Secretary must set forth (a) as to each person whom the name shareholder proposes to nominate for election as a Director (i) the name, age, business address and residence address of each proposed nominee; the person, (bii) the principal occupation or employment of each proposed nominee; the person, (cii) the total class or series and number of shares of capital stock of the Association Corporation that will are owned beneficially or of record by the person, and (iv) any other information relating to the person that would be voted required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for each proposed nomineeelection of Directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder; and (db) as to the shareholder giving the notice (i) the name and residence record address of the notifying such shareholder; and , (eii) the class or series and number of shares of capital stock of the Association Corporation that are owned beneficially or of record by such shareholder, (iii) a description of all arrangements or understandings between such shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the notifying nomination(s) are to be made by such shareholder, (iv) a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice, and (v) any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of Directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Nominations Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a Director if elected. No person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the procedures set forth in this Section 4. If the chairman of the meeting determines that a nomination was not made in accordance herewith with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded. No business may be disregarded transacted at an annual meeting of shareholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof), or (c) otherwise properly brought before the annual meeting by any shareholder of the Corporation (i) who is a shareholder of record on the date of the giving of the notice provided for in this Section 4 and on the record date for the determination of shareholders entitled to vote at such annual meeting and (ii) who complies with the notice procedure set forth in this Section 4. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the principal offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the date of the annual meeting of shareholders; provided, however, that in the event that less than seventy (70) days’ notice or prior public disclosure of the date of the meeting is given to shareholders, notice by the Chairman shareholder to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs. To be in proper written form, a shareholder’s notice to the Secretary must set forth as to each matter such shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such shareholder, (iii) the class or series and number of shares of capital stock of the Corporation that are owned beneficially or of record by such shareholder, (iv) a description of all arrangements or understandings between such shareholder and any other person or persons (including their names) in his discretionconnection with the proposal of such business by such shareholder and any material interest of such shareholder in such business, and upon his instructions (v) a representation that such shareholder intends to appear in person or by proxy at the vote tellers may disregard all votes cast for each annual meeting to bring such nomineebusiness before the meeting. No business shall be conducted at the annual meeting of shareholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 4, provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 4 shall be deemed to preclude discussion by any shareholder of any such business. If the chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

Annual Meeting of Shareholders. 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. 1 As will be in effect after the merger.