Annual Meeting of Stockholders. The annual meeting of stockholders shall be held each year on a date and a time designated by the Board of Directors. At each annual meeting directors shall be elected and any other proper business may be transacted.
Annual Meeting of Stockholders. Without qualification or limitation, subject to Article II, Section 3(c)(v) of these Bylaws, for any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to Article II, Section 2(a) of these Bylaws, the stockholder must have given timely notice thereof (including, in the case of any nomination of individuals for election to the Board of Directors, the completed and signed questionnaire, representation and agreement required by Article II, Section 4 of these Bylaws), and timely updates and supplements thereof, in each case in proper form, in writing to the Secretary, and such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred and twentieth (120th) day and not later than the close of business on the ninetieth (90th) day prior to the first (1st) anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred and twentieth (120th) day prior to the date of such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to the date of such annual meeting or, if the first (1st) public announcement of the date of such annual meeting is less than one hundred (100) days prior to the date of such annual meeting, the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual meeting, or the public announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above. For the avoidance of doubt, a stockholder shall not be entitled to make additional or substitute nominations following the expiration of the time periods set forth in these Bylaws. Notwithstanding anything in the immediately preceding paragraph to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased by the Board of Directors, and there is no public announcement by the Corporation naming all of the nominees for director or specif...
Annual Meeting of Stockholders. Nominations of any person for election to the Board in the case of an annual meeting may be made at such meeting only (1) by or at the direction of the Board, including by any committee or Persons authorized to do so by the Board or these bylaws, or (2) by a stockholder present in person (as defined in Section 2.4) who (i) was a record owner of shares of the Corporation both at the time of giving the notice provided for in this Section 2.5 and at the time of the meeting, (ii) is entitled to vote at the meeting and (iii) has complied with this Section 2.5 as to such notice and nomination.
(a) The foregoing clause (2) shall be the exclusive means for a stockholder to make any nomination of a Person or Persons for election to the Board at any annual meeting of stockholders.
(b) Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting pursuant to Section 2.5(i)(2), the stockholder must (A) provide Timely Notice (as defined in Section 2.4(iii) of these bylaws) thereof in writing and in proper form to the secretary of the Corporation, (B) provide the information, agreements and questionnaires with respect to such stockholder and its candidate for nomination as required to be set forth by this Section 2.5, and (C) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. The number of nominees a Nominating Person may nominate for election at the annual meeting pursuant to Section 2.5(i)(2) of these bylaws shall not exceed the number of directors to be elected at such annual meeting.
(c) To be in proper form for purposes of Section 2.5(i)(2), a stockholder’s notice to the secretary shall set forth:
(A) As to each Nominating Person (as defined below), the Stockholder Information (as defined in Section 2.4(iv)(a) of these bylaws) except that for purposes of this Section 2.5, the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(iv)(a);
(B) As to each Nominating Person, any Disclosable Interests (as defined in Section 2.4(iv)(b), except that for purposes of this Section 2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all p...
Annual Meeting of Stockholders. The Company shall postpone the holding of its Annual Meeting of Stockholders (the "Company Annual Meeting") indefinitely pending consummation of the Merger unless the Company is otherwise 34 39 required to hold the Company Annual Meeting by applicable Law or the rules and regulations of the NYSE.
Annual Meeting of Stockholders. Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only: (i) pursuant to the Corporation’s notice of such meeting (or any supplement thereto), (ii) by or at the direction of the Board or any committee thereof or (iii) by any stockholder of the Corporation who was a stockholder of record at the time of giving of the notice provided for in this Section 1.12 (the “Record Stockholder”), who is entitled to vote at such meeting and who complies with the notice and other procedures set forth in this Section 1.12 in all applicable respects. For the avoidance of doubt, the foregoing clause (iii) shall be the exclusive means for a stockholder to make nominations or propose business (other than business included in the Corporation’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (such act, and the rules and regulations promulgated thereunder, the “Exchange Act”)), at an annual meeting of stockholders, and such stockholder must fully comply with the notice and other procedures set forth in this Section 1.12 to make such nominations or propose business before an annual meeting.
Annual Meeting of Stockholders. The Company and Xxxxxx Energy shall file a stipulation or other pleading dismissing the Xxxxxx Energy Chancery Litigation without prejudice, and the Companies shall file a stipulation or other pleading dismissing Xxxxxx Energy from the XXXX Adversary Proceeding without prejudice, in each case on or immediately after the Implementation Date occurs. The Director Parties agree not to convene, and the Corporate Parties agree not to seek to convene, any special meeting of stockholders. Except as provided in subsection 4(a), the Director Parties further agree not to convene, and the Corporate Parties further agree not to seek to convene, any annual meeting of stockholders until confirmation and substantial consummation of Chapter 11 plans for the Companies in the Chapter 11 Cases (the “Post-Confirmation Annual Meeting”). The Parties further agree that the date for the Post-Confirmation Annual Meeting called by the Company shall not be fixed, and no notice for any such Post-Confirmation Annual Meeting shall be sent to stockholders, until the Company has filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2007 with the SEC, including the financial statements required by SEC regulations. The Parties also agree that the date fixed by the Board of Directors for the Post-Confirmation Annual Meeting shall permit the Company to comply with SEC regulations for the solicitation of proxies in sending notice of the annual meeting to stockholders.
Annual Meeting of Stockholders. Prior to the conclusion of the 1999 Annual Meeting of Stockholders, the Board of Directors will not adopt any Bylaws or take any other actions that interfere with the rights of stockholders to nominate and elect three directors at such meeting in accordance with the existing Bylaws, unless such actions have been approved by the stockholders."
3. Article III, Section 2.
Annual Meeting of Stockholders. The annual meeting of the stockholders shall be held at such date, time and place in or outside the State of Delaware, as may be designated by the Board of Directors from time to time. At each annual meeting, directors shall be elected and any other business that is properly brought before the meeting may be transacted.
Annual Meeting of Stockholders. If the Bankruptcy Court fails to enter the Approval Order on or before the Implementation Deadline, notwithstanding the provisions of subsection 3(b), the Parties agree that the Board of Directors shall authorize the calling of an annual meeting of stockholders to be held under the provisions of sections 211(c) and 223(c) of the Delaware Corporation Law, to take place as soon as practicable, but in no event later than 20 days after the Implementation Deadline (the “211(c) Annual Meeting”). The Company and Xxxxxx Energy shall file a stipulation in the Xxxxxx Energy Chancery Litigation directing the calling of the 211(c)
Annual Meeting of Stockholders. An annual meeting of stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such date and time as the Board (or its designees) shall fix.
