Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the Company’s notice of meeting by or at the direction of the Board of Directors or (ii) by any Shareholder of the Company who was a Shareholder of record both at the time of giving of notice provided for in this Section 9.7 and at the time of the annual meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies with the notice procedures set forth in this Section 9.7. (2) For nominations or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (ii) of Section 9.7(a)(1), the Shareholder must have given timely notice thereof in writing to the Secretary of the Company and such other business must otherwise be a proper matter for Shareholder action. To be timely, a Shareholder’s notice shall be delivered to the Secretary at the principal executive offices of the Company not later than 5:00 p.m. (Eastern Time) on the one hundred twentieth (120th) day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the annual meeting is called for a date that is more than thirty (30) days earlier or later than the first anniversary of the date of the preceding year’s annual meeting, notice by the Shareholder to be timely must be so delivered not later than 5:00 p.m. (Eastern Time) on the tenth (10th) day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of the annual meeting is first made by the Company. In no event shall the public announcement of a postponement of the mailing of notice for such annual meeting or of an adjournment of an annual meeting to a later date or time commence a new time period for the giving of Shareholder’s notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such Shareholder’s notice to the Secretary in order for such notice to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. Such Shareholder’s notice shall set forth (a) as to each person whom the Shareholder proposes to nominate for election or reelection as a director, (i) such person’s name, age, business address and residence address, (ii) the principal occupation or employment of the person for the past five years, (iii) the class and number of Shares of the Company that are beneficially owned or owned of record by such person and the investment intent of such acquisition, (iv) the record of all purchases and sales of securities of the Company by such person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, and (v) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to the Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director 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 interest in such business of such Shareholder (including any anticipated benefit to the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the Shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities of the Company which are owned of record by such Shareholder and by such Shareholder Associated Person, if any; (ii) the class, series and number of, and the nominee holder for, Shares owned beneficially but not of record by such Shareholder and by any Shareholder Associated Person, if any; (iii) the name and address of such Shareholder as it appears on the Company’s stock ledger and the address, if different, of such Shareholder Associated Person; (iv) the record of all purchases and sales of securities of the Company by such Shareholder or Shareholder Associated Person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved; and (v) to the extent known by such Shareholder, the name and address of any other Shareholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such Shareholder’s notice. For the purposes of this Section 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Person. (3) Notwithstanding anything in the second sentence of Section 9.7(a)(2) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) days prior to the first anniversary of the date of mailing of notice for the preceding year’s annual meeting, a Shareholder’s notice required by this Section 9.7 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Travelcenters of America LLC), Limited Liability Company Agreement (Travelcenters of America LLC)
Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors Trustees and the proposal of business to be considered by the Shareholders shareholders may be made at an annual meeting of Shareholders shareholders (i) pursuant to the Company’s Trust's notice of meeting meeting, (ii) by or at the direction of the Board of Directors Trustees or (iiiii) by any Shareholder shareholder of the Company Trust who was is a Shareholder shareholder of record both at the time of giving of notice provided for in this Section 9.7 13(a) and at the time of the annual meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies complied with the notice procedures set forth in this Section 9.713(a).
(2) For nominations or other business to be properly brought before an annual meeting by a Shareholder shareholder pursuant to clause (iiiii) of paragraph (a) (1) of this Section 9.7(a)(1)13, the Shareholder shareholder must have given timely notice thereof in writing to the Secretary secretary of the Company Trust and such other business must otherwise be a proper matter for Shareholder actionaction by the shareholders. To be timely, a Shareholder’s shareholder's notice shall be delivered to the Secretary secretary at the principal executive offices of the Company Trust not later less than 5:00 p.m. (Eastern Time) on the one hundred twentieth (120th) day 90 days nor earlier more than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) day 120 days prior to the first anniversary of the date of mailing of notice for the preceding year's annual meeting; provided, however, that in the event that the date of mailing of the notice for the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the annual meeting is called for a date that is more than thirty (30) days earlier or later than the first anniversary of the date of the preceding year’s 's annual meeting, notice by the Shareholder shareholder to be timely must be so delivered not earlier than the 120th day prior to the date of mailing of the notice for such annual meeting and not later than 5:00 p.m. (Eastern Time) the close of business on the later of the 90th day prior to the date of mailing of the notice for such annual meeting or the tenth (10th) day following the earlier of the day on which (A) notice disclosure of the date of the annual meeting is mailed or otherwise made available or (B) public announcement mailing of the date of the annual notice for such meeting is first made by the Companymade. In no event shall the public announcement of a postponement of the mailing of notice for such annual meeting or of an adjournment of an annual meeting to a later date or time commence a new time period for the giving of Shareholder’s a shareholder's notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such Shareholder’s notice to the Secretary in order for such notice to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. Such Shareholder’s shareholder's notice shall set forth (ai) as to each person whom the Shareholder shareholder proposes to nominate for election or reelection as a directorTrustee, (iA) such person’s the name, age, business address and residence addressaddress of such person, (ii) the principal occupation or employment of the person for the past five years, (iiiB) the class and number of Shares shares of beneficial interest of the Company Trust that are beneficially owned or owned of record by such person and the investment intent of such acquisition, (iv) the record of all purchases and sales of securities of the Company by such person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involvedperson, and (vC) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directorsTrustees in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, Act (including such person’s 's written consent to being named in the proxy statement as a nominee and to serving as a director Trustee if elected); (bii) as to any other business that the Shareholder 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 (including any anticipated benefit to the Shareholder therefrom) shareholder and of each the beneficial owner, if any, on whose behalf the proposal is made; and (ciii) as to the Shareholder shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities of the Company which are owned of record by such Shareholder and by such Shareholder Associated Personbeneficial owner, if any; , on whose behalf the nomination or proposal is made, (ii) the class, series and number of, and the nominee holder for, Shares owned beneficially but not of record by such Shareholder and by any Shareholder Associated Person, if any; (iiix) the name and address of such Shareholder shareholder, as it appears they appear on the Company’s stock ledger Trust's books, and the a current name and address, if different, and of such Shareholder Associated Person; beneficial owner and (ivy) the record of all purchases and sales of securities of the Company by such Shareholder or Shareholder Associated Person during the previous 12 month period including the dates of the transactions, the class, series class and number of securities involved in shares of each class of shares of the transactions Trust which are owned beneficially and the consideration involved; and (v) to the extent known of record by such Shareholder, the name shareholder and address of any other Shareholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such Shareholder’s notice. For the purposes of this Section 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Personbeneficial owner.
(3) Notwithstanding anything in the second sentence this subsection (a) of this Section 9.7(a)(2) 13 to the contrary, in the event that the Board of Trustees increases or decreases the maximum or minimum number of directors to be elected to the Board Trustees in accordance with Article III, Section 2 of Directors of the Company is increased these Bylaws, and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors such action at least one hundred (100) 100 days prior to the first anniversary of the date of mailing of the notice for of the preceding year’s 's annual meeting, a Shareholder’s shareholder's notice required by this Section 9.7 13(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary secretary at the principal executive office offices of the Company Trust not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the CompanyTrust.
Appears in 2 contracts
Samples: Merger Agreement (Kranzco Realty Trust), Merger Agreement (Cv Reit Inc)
Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors as a Trustee and the proposal of business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the Company’s Trust's notice of meeting meeting, (ii) by or at the direction of the Board of Directors Trustees or (iiiii) by any Shareholder of the Company Trust who was a Shareholder of record both at the time of giving of notice provided for in this Section 9.7 13(a) and at the time of the annual meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies complied with the notice procedures set forth in this Section 9.713(a).
(2) For nominations for election to the Trustees or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iiiii) of paragraph (a)(1) of this Section 9.7(a)(1)13, the Shareholder must have given timely notice thereof in writing to the Secretary of the Company Trust and such other business must otherwise be a proper matter for Shareholder actionaction by Shareholders. To be timely, a Shareholder’s 's notice shall must be delivered to the Secretary at the principal executive offices office of the Company Trust by not later than 5:00 p.m. (Eastern Time) the close of business on the one hundred twentieth (120th) day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s 's annual meeting nor earlier than the close of business on the 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year's annual meeting; provided, however, that in the event that the date of the mailing of the notice for the annual meeting is called for a date that is advanced or delayed by more than thirty (30) days earlier or later than from the first anniversary of the date of the mailing of the notice for the preceding year’s 's annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of mailing of the notice for such annual meeting and not later than 5:00 p.m. (Eastern Time) the close of business on the tenth (10th) later of the 90th day prior to the date of mailing of the notice for such annual meeting or the 10th day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of mailing of the annual notice for such meeting is first made by the CompanyTrust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder’s 's notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such A Shareholder, and a copy of each Certificate shall accompany such Shareholder’s notice to the Secretary in order for such 's notice to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. Such Shareholder’s notice shall proper must set forth (ai) as to each person whom the Shareholder proposes to nominate for election or reelection as a director, trustee (iA) such person’s the name, age, business address and residence addressaddress of such person, (ii) the principal occupation or employment of the person for the past five years, (iiiB) the class and number of Shares shares of stock of the Company Trust that are beneficially owned or owned of record by such person and the investment intent of such acquisition, (iv) the record of all purchases and sales of securities of the Company by such person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, and (vC) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directorstrustees in an election contest, or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, 1934 Act (including such person’s 's written consent to being named in the proxy statement as a nominee and to serving as a director trustee if elected); (bii) 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 (including any anticipated benefit to the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and (ciii) as to the Shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities of the Company which are owned of record by such Shareholder and by such Shareholder Associated Personeach beneficial owner, if any; , on whose behalf the nomination or proposal is made, (ii) the class, series and number of, and the nominee holder for, Shares owned beneficially but not of record by such Shareholder and by any Shareholder Associated Person, if any; (iiix) the name and address of such Shareholder Shareholder, as it appears they appear on the Company’s Trust's stock ledger and the current name and address, if different, and of such Shareholder Associated Person; beneficial owner, and (ivy) the record of all purchases and sales of securities of the Company by such Shareholder or Shareholder Associated Person during the previous 12 month period including the dates of the transactions, the class, series class and number of securities involved in shares of stock of the transactions Trust which are owned beneficially and the consideration involved; and (v) to the extent known by such Shareholder, the name and address of any other Shareholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such Shareholder’s notice. For the purposes of this Section 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Personbeneficial owner.
(3) Notwithstanding anything in the second sentence of paragraph (a)(2) of this Section 9.7(a)(2) 13 to the contrary, in the event that the number of directors trustees to be elected to the Board of Directors of the Company Trustees is increased and there is no public announcement by the Company naming all Trust of the nominees for director such action or specifying the size of the increased Board of Directors Trustees at least one hundred (100) days prior to the first anniversary of the date of mailing of the notice for the preceding year’s 's annual meeting, a Shareholder’s 's notice required by this Section 9.7 13(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be the notice is delivered to the Secretary at the principal executive office offices of the Company Trust not later than the close of business on the tenth (10th) 10th day immediately following the day on which such public announcement is first made by the CompanyTrust.
Appears in 2 contracts
Samples: By Laws (Evergreen Income Opportunity Fund), By Laws (Evergreen Utilities & High Income Fund)
Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors Trustees and the proposal of other business to be considered by the Shareholders may be made shareholders at an annual meeting of Shareholders shareholders may be properly brought before the meeting (i) pursuant to the CompanyTrust’s notice of meeting by or at the direction of the Board of Directors trustees or (ii) by any Shareholder shareholder of the Company Trust who was is a Shareholder shareholder of record both at the time of giving of notice provided for in this Section 9.7 4(b) and at the time of the annual meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies with the notice procedures terms and provisions set forth in this Section 9.74.
(2) For nominations for election to the Board of Trustees or other business to be properly brought before an annual meeting by a Shareholder shareholder pursuant to clause (ii) of Section 9.7(a)(14(b)(1), the Shareholder shareholder must have given timely notice thereof in writing to the Secretary secretary of the Company Trust and such other business must otherwise be a proper matter for Shareholder actionaction by shareholders. To be timely, a Shareholdershareholder’s notice shall set forth all information required under this Section 4 and shall be delivered to the Secretary secretary at the principal executive offices of the Company Trust not later than 5:00 p.m. (Eastern Time) the close of business on the one hundred twentieth (120th) 90th day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of mailing of the notice for the annual meeting is called for a date that is advanced or delayed by more than thirty (30) 30 days earlier or later than from the first anniversary date of the date of mailing of the notice for the preceding year’s annual meeting, notice by the Shareholder shareholder to be timely must be so delivered not earlier than the 120th day prior to the date of mailing of the notice for such annual meeting and not later than 5:00 p.m. (Eastern Time) the close of business on the tenth later of: (10thi) the 90th day prior to the date of mailing of the notice for such annual meeting or (ii) the 10th day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of mailing of the annual notice for such meeting is first made by the CompanyTrust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of Shareholdera shareholder’s notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such Shareholder’s notice to the Secretary in order for such notice to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. Such ShareholderA shareholder’s notice shall set forth forth:
(ai) as to each person whom the Shareholder shareholder proposes to nominate for election or reelection as a directortrustee, (i1) such person’s name, age, business address and residence address, (ii2) the principal occupation or employment of the person for the past five yearsclass, (iii) the class series and number of Shares shares of capital stock of the Company Trust that are beneficially owned or owned of record by such person person, (3) the date such shares were acquired and the investment intent of such acquisition, (iv4) the record of all purchases and sales of securities of the Company Trust by such person during the previous 12 month period including the dates date of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, involved and (v5) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directorstrustees in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director trustee if elected; ;
(bii) as to any other business that the Shareholder shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meetingsuch business, the reasons for conducting proposing such business at the meeting and any material interest in such business of such shareholder and any Shareholder Associated Person (as defined below), including any anticipated benefit to the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and ;
(ciii) as to the Shareholder shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities shares of the Company Trust which are owned of record by such Shareholder shareholder and by such Shareholder Associated Person, if any; (ii) , and the class, series and number of, and the nominee holder for, Shares shares owned beneficially but not of record by such Shareholder shareholder and by any such Shareholder Associated Person;
(iv) as to the shareholder giving the notice and any Shareholder Associated Person, if any; (iii) the name and address of such Shareholder shareholder, as it appears they appear on the CompanyTrust’s stock ledger and the current name and address, if different, of such Shareholder Associated Person; ;
(ivv) as to the shareholder giving the notice and any Shareholder Associated Person, the record of all purchases and sales of securities of the Company Trust by such Shareholder shareholder or Shareholder Associated Person during the previous 12 month period including the dates date of the transactions, the class, series and number of securities involved in the transactions and the consideration involved; and and
(vvi) to the extent known by such Shareholderthe shareholder giving the notice, the name and address of any other Shareholder shareholder supporting the nominee for election or reelection as a director trustee or the proposal of other business on the date of such Shareholdershareholder’s notice. For the purposes of this Section 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Person.
(3) Notwithstanding anything in the second sentence of Section 9.7(a)(24(b)(2) to the contrary, in the event that the number of directors trustees to be elected to the Board of Directors of the Company Trustees is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors such action at least one hundred (100) 130 days prior to the first anniversary of the date of mailing of notice for the preceding year’s annual meeting, a Shareholdershareholder’s notice required by this Section 9.7 4(b) also shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be the notice is delivered to the Secretary secretary at the principal executive office offices of the Company Trust not later than the close of business on the tenth (10th) 10th day immediately following the day on which such public announcement is first made by the CompanyTrust.
(4) For purposes of this Section 4, “Shareholder Associated Person” of any shareholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such shareholder, (ii) any beneficial owner of shares of capital stock of the Trust owned of record or beneficially by such shareholder and (iii) any person controlling, controlled by or under common control with such shareholder or Shareholder Associated Person.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (RMR Asia Real Estate Fund)
Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors Trustees and the proposal of business to be considered by the Shareholders shareholders may be made at an annual meeting of Shareholders shareholders (i) pursuant to the Company’s Trust's notice of meeting meeting, (ii) by or at the direction of the Board of Directors Trustees or (iiiii) by any Shareholder shareholder of the Company Trust who was a Shareholder shareholder of record both at the time of giving of notice provided for in this Section 9.7 and at the time of the annual meeting12 (a), who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies complied with the notice procedures set forth in this Section 9.712(a).
(2) For nominations or other business to be properly brought before an annual meeting by a Shareholder shareholder pursuant to clause (iiiii) of paragraph (a) (1) of this Section 9.7(a)(1)12, the Shareholder shareholder must have given timely notice thereof in writing to the Secretary secretary of the Company and such other business must otherwise be a proper matter for Shareholder actionTrust. To be timely, a Shareholder’s shareholder's notice shall be delivered to the Secretary secretary at the principal executive offices of the Company Trust not later less than 5:00 p.m. (Eastern Time) on the one hundred twentieth (120th) day 60 days nor earlier more than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) day 90 days prior to the first anniversary of the date of mailing of the notice for the preceding year’s 's annual meeting; provided, however, that in the event that the date of the annual meeting is called for a date that is advanced by more than thirty (30) 30 days earlier or later delayed by more than the first 60 days from such anniversary of the date of the preceding year’s annual meetingdate, notice by the Shareholder shareholder to be timely must be so delivered not earlier than the 90th day prior to such annual meeting and not later than 5:00 p.m. (Eastern Time) the close of business on the later of the 60th day prior to such annual meeting or the tenth (10th) day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of the annual such meeting is first made by the Company. In no event shall the public announcement of a postponement of the mailing of notice for such annual meeting or of an adjournment of an annual meeting to a later date or time commence a new time period for the giving of Shareholder’s notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such Shareholder’s notice to the Secretary in order for such notice to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by themmade. Such Shareholder’s shareholder's notice shall set forth (ai) as to each person whom the Shareholder shareholder proposes to nominate for election or reelection as a director, (i) such person’s name, age, business address and residence address, (ii) the principal occupation or employment of the person for the past five years, (iii) the class and number of Shares of the Company that are beneficially owned or owned of record by such person and the investment intent of such acquisition, (iv) the record of Trustee all purchases and sales of securities of the Company by such person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, and (v) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directorsTrustees, 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 's written consent to being named in the proxy statement as a nominee and to serving as a director Trustee if elected); (bii) as to any other business that the Shareholder 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 (including any anticipated benefit to the Shareholder therefrom) shareholder and of each the beneficial owner, if any, on whose behalf the proposal is made; and (ciii) as to the Shareholder shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities of the Company which are owned of record by such Shareholder and by such Shareholder Associated Personbeneficial owner, if any; , on whose behalf the nomination or proposal is made, (ii) the class, series and number of, and the nominee holder for, Shares owned beneficially but not of record by such Shareholder and by any Shareholder Associated Person, if any; (iiix) the name and address of such Shareholder shareholder, as it appears they appear on the Company’s stock ledger Trust's books, and the address, if different, of such Shareholder Associated Person; beneficial owner and (ivy) the record number of all purchases and sales shares of securities each class of the Company Trust which are owned beneficially and of record by such Shareholder or Shareholder Associated Person during the previous 12 month period including the dates of the transactions, the class, series shareholder and number of securities involved in the transactions and the consideration involved; and (v) to the extent known by such Shareholder, the name and address of any other Shareholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such Shareholder’s notice. For the purposes of this Section 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Personowner.
(3) Notwithstanding anything in the second sentence of paragraph (a) (2) of this Section 9.7(a)(2) 12 to the contrary, in the event that the number of directors Trustees to be elected to the Board of Directors of the Company Trustees is increased and there is no public announcement by the Company naming all of the nominees for director Trustee or specifying the size of the increased Board of Directors Trustees made by the Trust at least one hundred (100) 70 days prior to the first anniversary of the date of mailing of notice for the preceding year’s 's annual meeting, a Shareholder’s shareholder's notice required by this Section 9.7 12(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary secretary at the principal executive office offices of the Company Trust not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the CompanyTrust.
Appears in 1 contract
Samples: Agreement and Plan of Combination (Rockefeller Center Properties Inc)
Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the Company’s 's notice of meeting by or at the direction of the Board of Directors or (ii) by any Shareholder of the Company who was a Shareholder of record both at the time of giving of notice provided for in this Section 9.7 and at the time of the annual meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies with the notice procedures set forth in this Section 9.7.
(2) For nominations or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (ii) of Section 9.7(a)(1), the Shareholder must have given timely notice thereof in writing to the Secretary of the Company and such other business must otherwise be a proper matter for Shareholder action. To be timely, a Shareholder’s 's notice shall be delivered to the Secretary at the principal executive offices of the Company not later than 5:00 p.m. the close of business on the ninetieth (Eastern Time90th) day nor earlier than the close of business on the one hundred twentieth (120th) day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) day prior to the first anniversary of the date of mailing of the notice for the preceding year’s 's annual meeting; provided that for any nominations or other business to be properly brought before the annual meeting to occur during 2008 (the "Initial Annual Meeting") the Shareholder's notice shall be delivered to the Secretary at the principal executive offices of the Company not later than December 31, 2007 nor earlier than December 1, 2007; provided, further, however, that in the event that the date of mailing of the notice for the annual meeting is called for a date that is more than thirty (30) days earlier before or later than after such anniversary date (or, in the first anniversary case of the date of the preceding year’s annual meetingInitial Annual Meeting, before or after April 1, 2008), notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to the date of mailing of the notice for such annual meeting and not later than 5:00 p.m. the close of business on the later of the ninetieth (Eastern Time90th) day prior to the date of mailing of the notice for such annual meeting or the close of business on the tenth (10th) day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of mailing of the annual notice for such meeting is first made by the Company. In no event shall the public announcement of a postponement of the mailing of notice for such annual meeting or of an adjournment of an annual meeting to a later date or time commence a new time period for the giving of Shareholder’s 's notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such Shareholder’s 's notice to the Secretary in order for such notice to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. Such Shareholder’s 's notice shall set forth (a) as to each person whom the Shareholder proposes to nominate for election or reelection as a director, (i) such person’s 's name, age, business address and residence address, (ii) the principal occupation or employment of the person for the past five years, (iii) the class and number of Shares of the Company that are beneficially owned or owned of record by such person and the investment intent of such acquisition, (iv) the record of all purchases and sales of securities of the Company by such person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, and (v) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to the Exchange Act, including such person’s 's written consent to being named in the proxy statement as a nominee and to serving as a director 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 interest in such business of such Shareholder (including any anticipated benefit to the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the Shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities of the Company which are owned of record by such Shareholder and by such Shareholder Associated Person, if any; (ii) the class, series and number of, and the nominee holder for, Shares owned beneficially but not of record by such Shareholder and by any Shareholder Associated Person, if any; (iii) the name and address of such Shareholder as it appears on the Company’s 's stock ledger and the address, if different, of such Shareholder Associated Person; (iv) the record of all purchases and sales of securities of the Company by such Shareholder or Shareholder Associated Person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved; and (v) to the extent known by such Shareholder, the name and address of any other Shareholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such Shareholder’s 's notice. For the purposes of this Section 9.7, “"Shareholder Associated Person” " of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Person.
(3) Notwithstanding anything in the second sentence of Section 9.7(a)(2) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) days prior to the first anniversary of the date of mailing of notice for the preceding year’s 's annual meeting, a Shareholder’s 's notice required by this Section 9.7 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Travelcenters of America LLC)
Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the Shareholders shareholders may be made at an annual meeting of Shareholders shareholders only (ia) pursuant to the CompanyCorporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the Board of Directors or (iic) by any Shareholder shareholder of the Company Corporation who was a Shareholder shareholder of record both of the Corporation on the record date of the meeting and at the time of giving of the notice provided for in this Section 9.7 and at 2.8 is delivered to the time Secretary of the annual meetingCorporation, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies with the notice procedures set forth in this Section 9.72.8.
(2) For nominations or other business to be properly brought before an annual meeting by a Shareholder shareholder pursuant to clause (iic) of paragraph (A)(l) of this Section 9.7(a)(1)2.8 (or before a special meeting of shareholders pursuant to paragraph (B) of this Section 2.8, the Shareholder shareholder must have given timely notice thereof in writing to the Secretary of the Company Corporation and any such proposed business other business than the nominations of persons for election to the Board of Directors must otherwise be constitute a proper matter for Shareholder shareholder action. To be timely, a Shareholdershareholder’s notice shall be delivered to the Secretary at the principal executive offices of the Company Corporation not later than 5:00 p.m. (Eastern Time) the close of business on the ninetieth day nor earlier than the close of business on the one hundred twentieth (120th) day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; meeting (provided, however, that in the event that the date of the annual meeting is called for a date that is more than thirty (30) days earlier before or later more than the first seventy (70) days after such anniversary of the date of the preceding year’s annual meetingdate, notice by the Shareholder to be timely shareholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than 5:00 p.m. the close of business on the later of the ninetieth (Eastern Time90th) on day prior to such annual meeting or the tenth (10th) day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of the annual such meeting is first made by the CompanyCorporation). For purposes of the first annual meeting of shareholders of the Corporation held after the closing of an initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of common stock of the corporation to the public (the “Initial Public Offering”), the first anniversary of such annual meeting shall be deemed to be of the following year. In no event shall the public announcement of a postponement of the mailing of notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period (or extend any time period) for the giving of Shareholdera shareholder’s notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such Shareholder’s notice to the Secretary in order for such notice to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. Such Shareholdershareholder’s notice shall set forth (a) as to each person whom the Shareholder shareholder proposes to nominate for election or reelection as a director, director (i) such person’s name, age, business address and residence address, (ii) the principal occupation or employment of the person for the past five years, (iii) the class and number of Shares of the Company that are beneficially owned or owned of record by such person and the investment intent of such acquisition, (iv) the record of all purchases and sales of securities of the Company by such person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, and (v) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directorsdirectors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act, including ”) and (ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the Shareholder shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Certificate of Incorporation or the By-laws of the Corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder (including any anticipated benefit to shareholder and the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the Shareholder shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities of the Company which are owned of record by such Shareholder and by such Shareholder Associated Personbeneficial owner, if any; , on whose behalf the nomination or proposal is made (ii) the class, series and number of, and the nominee holder for, Shares owned beneficially but not of record by such Shareholder and by any Shareholder Associated Person, if any; (iiii) the name and address of such Shareholder shareholder, as it appears they appear on the CompanyCorporation’s stock ledger books, and the address, if different, of such Shareholder Associated Person; (iv) the record of all purchases and sales of securities of the Company by such Shareholder or Shareholder Associated Person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved; and (v) to the extent known by such Shareholder, the name and address of any other Shareholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such Shareholder’s notice. For the purposes of this Section 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholderbeneficial owner, (ii) any beneficial owner the class and number of Common Shares or other securities issued by shares of capital stock of the Company Corporation which are owned beneficially and of record or beneficially by such Shareholder shareholder and such beneficial owner, (iii) a representation that the shareholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and (iv) a representation whether the shareholder or the beneficial owner, if any, intends or is part of a group which intends (A) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (B) otherwise to solicit proxies from shareholders in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a shareholder if the shareholder has notified the Corporation of his or her intention to present a proposal at an annual meeting in compliance with Rule l4a-8 (or any Person controlling, controlled successor thereof) promulgated under the Exchange Act and such shareholder’s proposal has been included in a proxy statement that has been prepared by or under common control with the Corporation to solicit proxies for such Shareholder or Shareholder Associated Personannual meeting. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation.
(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 9.7(a)(2) 2.8 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company Corporation at an annual meeting is increased and there is no public announcement by the Company Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors additional directorships at least one hundred (100) days prior to the first anniversary of the date of mailing of notice for the preceding year’s annual meeting, a Shareholdershareholder’s notice required by this Section 9.7 2.8 shall also be considered timely, but only with respect to nominees for any new positions created by such increasethe additional directorships, if it shall be delivered to the Secretary at the principal executive office offices of the Company Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the CompanyCorporation.
Appears in 1 contract
Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors as a Trustee and the proposal of other business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the CompanyTrust’s notice of meeting (or any supplement thereto), (ii) by or at the direction of the Board of Directors Trustees or any committee thereof or (iiiii) by any Shareholder of the Company Trust who was a Shareholder of record both at the time of giving of the notice provided for in this Section 9.7 3.8(a) is delivered to the Secretary and at the time of the annual meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies complied with the notice procedures set forth in this Section 9.7.
(2) 3.8(a). For nominations for election to the Trustees or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iiiii) of paragraph (a)(1) of this Section 9.7(a)(1)3.8, the Shareholder must have given timely notice thereof in writing to the Secretary of the Company Trust and any such proposed business (other business than nominations of persons for election as a Trustee) must otherwise be a proper matter for Shareholder actionaction by Shareholders. To be timely, a Shareholder’s notice shall must be delivered to the Secretary at the principal executive offices office of the Company Trust by not later than 5:00 p.m. (Eastern Time) the close of business on the one hundred twentieth (120th) day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) 90th day prior to the first anniversary of the date preceding year’s annual meeting nor earlier than the close of mailing business on the 120th day prior to the first anniversary of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of the mailing of the notice for the annual meeting is called for a date that is advanced or delayed by more than thirty (30) days earlier or later than from the first anniversary of the date of the preceding year’s annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than 5:00 p.m. (Eastern Time) the close of business on the tenth (10th) later of the 90th day prior to the date of such annual meeting or the 10th day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of the annual such meeting is first made by the CompanyTrust. In no event shall the public announcement of a postponement of the mailing of notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder’s notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such A Shareholder’s notice to be proper must set forth: (a) as to the Secretary Shareholder giving the notice and the beneficial owners, if any, on whose behalf the nomination or proposal is made (i) the name and address of such Shareholder, as they appear in order for the Trust’s books, and of such notice beneficial owner, (ii) the class or series and number of all shares of the Trust owned beneficially and of record by Shareholder at the time the recommendation is submitted and the dates on which such shares were acquired, specifying the number of shares owned beneficially, (iii) a description of all arrangements, agreements, or understandings between the Shareholder and any other person or persons (including their names) pursuant to be effective; providedwhich the Shareholder recommendation is being made (including, howeverin the case of a nomination, the candidate), and if none, so specify, (iv) a representation that the Shareholder is a Shareholder of record of the Trust entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (v) a representation whether the Shareholder or the beneficial owner, if any, intends or is part of a group which intends (y) to deliver a proxy statement and/or form of proxy to Shareholders entitled to cast the requisite number of votes to approve or adopt the proposal or elect the nominee and/or (z) otherwise to solicit proxies or votes from Shareholders in support of such proposal or nomination, and (vi) any other information relating to such Shareholder and beneficial owner, if any, that must be disclosed in solicitation of proxies for election of trustees in an election contest (even if an election contest is not involved), or otherwise would be required, in each case pursuant to the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing Exchange Act and the Shares owned by them. Such Shareholder’s notice shall set forth rules and regulations promulgated thereunder; (ab) as to each person whom the Shareholder proposes to nominate for election or reelection as a director, director (i) such persona full listing of the proposed candidate’s nameeducation, ageexperience (including knowledge of the investment company industry, experience as a director or senior officer of public or private companies, and directorships on other boards of other registered investment companies), current employment, date of birth, business address and residence address, and the names and addresses of at least three professional references, (ii) information as to whether the principal occupation candidate is, has been or employment may be an “interested person” (as such term is defined in the Investment Company Act of 1940, as amended) of the person Trust, Calamos Advisors LLC (the “Adviser”) or any affiliate of the Adviser, and, if believed not to be or have been an “interested person,” information regarding the candidate that will be sufficient for the past five yearsTrustees to make such determination, (iii) the class written and number of Shares signed consent of the Company that are beneficially owned or owned candidate to be named as a nominee and to serve as a Trustee of record by such person and the investment intent of such acquisitionTrust, if elected, (iv) the record of all purchases and sales of securities of the Company by such person during the previous 12 month period including the dates of the transactions, the class, class or series and number of securities involved in all shares of the transactions and Trust or any other Trust owned of record or beneficially by the consideration involvedcandidate, as reported by the candidate, and (v) all such other information relating to such person that is required to would be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant helpful to the Exchange Act, including such person’s written consent to being named Trustees in evaluating the proxy statement as a nominee candidate; and to serving as a director if elected; (bc) 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 text of the proposal or business (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder (including any anticipated benefit to and the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the Shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities of the Company which are owned of record by such Shareholder and by such Shareholder Associated Person, if any; (ii) the class, series and number of, and the nominee holder for, Shares owned beneficially but not of record by such Shareholder and by any Shareholder Associated Person, if any; (iii) the name and address of such Shareholder as it appears on the Company’s stock ledger and the address, if different, of such Shareholder Associated Person; (iv) the record of all purchases and sales of securities of the Company by such Shareholder or Shareholder Associated Person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved; and (v) to the extent known by such Shareholder, the name and address of any other Shareholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such Shareholder’s notice. For the purposes of this Section 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Person.
(32) Notwithstanding anything in the second sentence of Section 9.7(a)(2) to the contrary, in In the event that the number of directors trustees to be elected to the Board of Directors of the Company Trustees is increased effective after the time period for which nominations would otherwise be due under paragraph (a)(1) of this Section 3.8 and there is no public announcement by the Company naming all Trust of the nominees for director such action or specifying the size of the increased Board of Directors Trustees at least one hundred (100) days prior to the first anniversary of the date of mailing of notice for the preceding year’s annual meeting, a Shareholder’s notice required by this Section 9.7 3.8 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be the notice is delivered to the Secretary at the principal executive office offices of the Company Trust not later than the close of business on the tenth (10th) 10th day immediately following the day on which such public announcement is first made by the CompanyTrust.
Appears in 1 contract
Samples: By Laws (Calamos Long/Short Equity & Income 2028 Term Trust)
Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the Shareholders shareholders may be made at an annual meeting of Shareholders shareholders (ia) pursuant to the CompanyCorporation’s notice of meeting meeting, (b) by or at the direction of the Board of Directors or (iic) by any Shareholder shareholder of the Company Corporation who was a Shareholder shareholder of record both at the time of giving of notice provided for in this Section 9.7 and 1.10 and, at the time of the annual meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies complied with the notice procedures set forth in this Section 9.71.10 as to such business or nomination; clause (c) shall be the exclusive means for a shareholder to make nominations or submit other business (other than nominations at an annual meeting made pursuant to Section 1.12 of these Bylaws and matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Corporation’s notice of meeting) before an annual meeting of shareholders.
(2) For Without qualification, for any nominations or any other business to be properly brought before an annual meeting by a Shareholder shareholder pursuant to clause (iic) of paragraph (A)(1) of this Section 9.7(a)(1)1.10, the Shareholder shareholder must have given timely notice thereof in writing to the Secretary of the Company Corporation and such other business must otherwise be a proper matter for Shareholder shareholder action. To be timely, a Shareholdershareholder’s notice shall be delivered to the Secretary at the principal executive offices of the Company Corporation not earlier than the close of business on the 120th day and not later than 5:00 p.m. (Eastern Time) the close of business on the one hundred twentieth (120th) day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is called for a date that is more than thirty (30) 30 days earlier before or later more than the first 60 days after such anniversary of the date of the preceding year’s annual meetingdate, notice by the Shareholder shareholder to be timely must be so delivered not later earlier than 5:00 p.m. (Eastern Time) the close of business on the tenth (10th) 120th day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of the annual meeting is first made by the Company. In no event shall the public announcement of a postponement of the mailing of notice for such annual meeting or of an adjournment of an annual meeting prior to a later date or time commence a new time period for the giving of Shareholder’s notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such Shareholder’s notice to the Secretary in order for such notice to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. Such Shareholder’s notice shall set forth (a) as to each person whom the Shareholder proposes to nominate for election or reelection as a director, (i) such person’s name, age, business address and residence address, (ii) the principal occupation or employment of the person for the past five years, (iii) the class and number of Shares of the Company that are beneficially owned or owned of record by such person and the investment intent of such acquisition, (iv) the record of all purchases and sales of securities of the Company by such person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, and (v) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to the Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director 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 interest in such business of such Shareholder (including any anticipated benefit to the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the Shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities of the Company which are owned of record by such Shareholder and by such Shareholder Associated Person, if any; (ii) the class, series and number of, and the nominee holder for, Shares owned beneficially but not of record by such Shareholder and by any Shareholder Associated Person, if any; (iii) the name and address of such Shareholder as it appears on the Company’s stock ledger and the address, if different, of such Shareholder Associated Person; (iv) the record of all purchases and sales of securities of the Company by such Shareholder or Shareholder Associated Person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved; and (v) to the extent known by such Shareholder, the name and address of any other Shareholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such Shareholder’s notice. For the purposes of this Section 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder annual meeting and (iii) any Person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Person.
(3) Notwithstanding anything in the second sentence of Section 9.7(a)(2) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) days prior to the first anniversary of the date of mailing of notice for the preceding year’s annual meeting, a Shareholder’s notice required by this Section 9.7 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office of the Company not later than the close of business on the tenth (10th) later of the 90th day prior to the date of such annual meeting or the 10th day following the day on which such public announcement of the date of such meeting is first made by the Company.Corporation. 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 shareholder’s notice as described above. To be in proper form, such shareholder’s notice (whether given pursuant to this paragraph (A)(2)
Appears in 1 contract
Samples: Merger Agreement (Raytheon Co/)
Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors as a Trustee and the proposal of business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the Company’s Trust's notice of meeting meeting, (ii) by or at the direction of the Board of Directors Trustees or (iiiii) by any Shareholder of the Company Trust who was a Shareholder of record both at the time of giving of notice provided for in this Section 9.7 13(a) and at the time of the annual meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies complied with the notice procedures set forth in this Section 9.713 (a).
(2) For nominations for election to the Trustees or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iiiii) of paragraph (a)(1) of this Section 9.7(a)(1)13, the Shareholder must have given timely notice thereof in writing to the Secretary of the Company Trust and such other business must otherwise be a proper matter for Shareholder actionaction by Shareholders. To be timely, a Shareholder’s 's notice shall must be delivered to the Secretary at the principal executive offices office of the Company Trust by not later than 5:00 p.m. (Eastern Time) the close of business on the one hundred twentieth (120th) day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s 's annual meeting nor earlier than the close of business on the 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year's annual meeting; provided, however, that in the event that the date of the mailing of the notice for the annual meeting is called for a date that is advanced or delayed by more than thirty (30) days earlier or later than from the first anniversary of the date of the mailing of the notice for the preceding year’s 's annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of mailing of the notice for such annual meeting and not later than 5:00 p.m. (Eastern Time) the close of business on the tenth (10th) later of the 90th day prior to the date of mailing of the notice for such annual meeting or the 10th day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of mailing of the annual notice for such meeting is first made by the CompanyTrust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder’s 's notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such A Shareholder, and a copy of each Certificate shall accompany such Shareholder’s notice to the Secretary in order for such 's notice to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. Such Shareholder’s notice shall proper must set forth (ai) as to each person whom the Shareholder proposes to nominate for election or reelection as a director, trustee (iA) such person’s the name, age, business address and residence addressaddress of such person, (ii) the principal occupation or employment of the person for the past five years, (iiiB) the class and number of Shares shares of stock of the Company Trust that are beneficially owned or owned of record by such person and the investment intent of such acquisition, (iv) the record of all purchases and sales of securities of the Company by such person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, and (vC) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directorstrustees in an election contest, or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, Act (including such person’s 's written consent to being named in the proxy statement as a nominee and to serving as a director trustee if elected); (bii) 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 (including any anticipated benefit to the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and (ciii) as to the Shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities of the Company which are owned of record by such Shareholder and by such Shareholder Associated Personeach beneficial owner, if any; , on whose behalf the nomination or proposal is made, (ii) the class, series and number of, and the nominee holder for, Shares owned beneficially but not of record by such Shareholder and by any Shareholder Associated Person, if any; (iiix) the name and address of such Shareholder Shareholder, as it appears they appear on the Company’s Trust's stock ledger and the current name and address, if different, and of such Shareholder Associated Person; beneficial owner, and (ivy) the record of all purchases and sales of securities of the Company by such Shareholder or Shareholder Associated Person during the previous 12 month period including the dates of the transactions, the class, series class and number of securities involved in shares of stock of the transactions Trust which are owned beneficially and the consideration involved; and (v) to the extent known by such Shareholder, the name and address of any other Shareholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such Shareholder’s notice. For the purposes of this Section 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Personbeneficial owner.
(3) Notwithstanding anything in the second sentence of paragraph (a)(2) of this Section 9.7(a)(2) 13 to the contrary, in the event that the number of directors trustees to be elected to the Board of Directors of the Company Trustees is increased and there is no public announcement by the Company naming all Trust of the nominees for director such action or specifying the size of the increased Board of Directors Trustees at least one hundred (100) days prior to the first anniversary of the date of mailing of the notice for the preceding year’s 's annual meeting, a Shareholder’s 's notice required by this Section 9.7 13(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be the notice is delivered to the Secretary at the principal executive office offices of the Company Trust not later than the close of business on the tenth (10th) 10th day immediately following the day on which such public announcement is first made by the CompanyTrust.
Appears in 1 contract
Samples: By Laws (Lehman Brothers First Trust Income Opportunity Fund)
Annual Meetings of Shareholders. (1) Nominations of persons individuals for election to the Board of Directors Trustees and the proposal of other business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the CompanyTrust’s notice of meeting meeting, (ii) by or at the direction of the Board of Directors Trustees or (iiiii) by any Shareholder of the Company Trust who was a Shareholder of record both at the time of giving of notice by the Shareholder as provided for in this Section 9.7 1.8(a) and at the time of the annual meeting, who is entitled to vote at the meeting and present in person the election of each individual so nominated or by proxy at the meeting to answer questions concerning the nomination or business, on any such other business and who complies has complied with the notice procedures set forth in this Section 9.71.8(a).
(2) For nominations any nomination or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iiiii) of paragraph (a)(1) of this Section 9.7(a)(1)1.8, the Shareholder must have given timely notice thereof in writing to the Secretary of the Company Trust and any such other business must otherwise be a proper matter for Shareholder actionaction by the Shareholders. To be timely, a Shareholder’s notice shall set forth all information required under this Section 1.8 and shall be delivered to the Secretary at the principal executive offices office of the Company Trust not earlier than the 150th day nor later than 5:00 p.m. (p.m., Eastern Time) , on the one hundred twentieth (120th) day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) 120th day prior to the first anniversary of the date of mailing the proxy statement (as defined in Section 1.8(c)(3) of the notice this Article I) for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is called for a date that is advanced or delayed by more than thirty (30) 30 days earlier or later than from the first anniversary of the date of the preceding year’s annual meeting (or in the case of the first annual meeting), notice by the Shareholder to be timely must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m. (p.m., Eastern Time) , on the tenth (10th) later of the 120th day prior to the date of such annual meeting, as originally convened, or the 10th day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of the annual such meeting is first made by the Companymade. In no event shall the The public announcement of a postponement of the mailing of notice for such annual meeting or of an adjournment of an annual meeting to a later date or time shall not commence a new time period (or extend any time period) for the giving of a Shareholder’s notice as described above. No The number of nominees a Shareholder may give nominate for election at the annual meeting (or in the case of one or more Shareholders giving the notice on behalf of a notice to beneficial owner, the Secretary described in this Section 9.7(a)(2number of nominees such Shareholders may collectively nominate for election at the annual meeting on behalf of such beneficial owner) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy shall not exceed the number of each Certificate shall accompany such Shareholder’s notice to the Secretary in order for such notice trustees to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. elected at such annual meeting.
(3) Such Shareholder’s notice shall set forth forth: (ai) as to each person individual whom the Shareholder proposes to nominate for election or reelection as a directortrustee (each, (i) such person’s namea “Proposed Nominee”), age, business address and residence address, (ii) the principal occupation or employment of the person for the past five years, (iii) the class and number of Shares of the Company that are beneficially owned or owned of record by such person and the investment intent of such acquisition, (iv) the record of all purchases and sales of securities of the Company by such person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, and (v) all other information relating to such person the Proposed Nominee that is would be required to be disclosed in solicitations connection with the solicitation of proxies for the election of directorsthe Proposed Nominee as a trustee in an election contest (even if an election contest is not involved), or is would otherwise requiredbe required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, including whether such Shareholder believes any Proposed Nominee is, or is not, an “interested person” of the Trust, as defined in the Investment Company Act of 1940, as amended (together with any rules and regulations and any applicable guidance and/or interpretations of the Securities and Exchange Commission or its staff promulgated thereunder, the “Investment Company Act”) and information regarding such Proposed Nominee that is sufficient, in the discretion of the Board of Trustees or any committee thereof or any authorized officer of the Trust, to make such determination and such person’s written consent to being named in the Trust’s proxy statement as a nominee and accompanying proxy card and to serving as a director 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 interest in such business of such Shareholder (including any anticipated benefit to the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the Shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities of the Company which are owned of record by such Shareholder and by such Shareholder Associated Person, if any; (ii) the class, series and number of, and the nominee holder for, Shares owned beneficially but not of record by such Shareholder and by any Shareholder Associated Person, if any; (iii) the name and address of such Shareholder as it appears on the Company’s stock ledger and the address, if different, of such Shareholder Associated Person; (iv) the record of all purchases and sales of securities of the Company by such Shareholder or Shareholder Associated Person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved; and (v) to the extent known by such Shareholder, the name and address of any other Shareholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such Shareholder’s notice. For the purposes of this Section 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Person.
(3) Notwithstanding anything in the second sentence of Section 9.7(a)(2) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) days prior to the first anniversary of the date of mailing of notice for the preceding year’s annual meeting, a Shareholder’s notice required by this Section 9.7 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company.;
Appears in 1 contract
Samples: Transaction Agreement (Vertical Capital Income Fund)
Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors as a Trustee and the proposal of other business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the CompanyTrust’s notice of meeting (or any supplement thereto), (ii) by or at the direction of the Board of Directors Trustees or any committee thereof or (iiiii) by any Shareholder of the Company Trust who was a Shareholder of record both at the time of giving of the notice provided for in this Section 9.7 3.8(a) is delivered to the Secretary and at the time of the annual meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies complied with the notice procedures set forth in this Section 9.7.
(2) 3.8(a). For nominations for election to the Trustees or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iiiii) of paragraph (a)(1) of this Section 9.7(a)(1)3.8, the Shareholder must have given timely notice thereof in writing to the Secretary of the Company Trust and any such proposed business (other business than nominations of persons for election as a Trustee) must otherwise be a proper matter for Shareholder actionaction by Shareholders. To be timely, a Shareholder’s notice shall must be delivered to the Secretary at the principal executive offices office of the Company Trust by not later than 5:00 p.m. (Eastern Time) the close of business on the one hundred twentieth (120th) day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting nor earlier than the close of business on the 120th day prior to the first anniversary of the date of the mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of the mailing of the notice for the annual meeting is called for a date that is advanced or delayed by more than thirty (30) days earlier or later than from the first anniversary date of the date mailing of the notice for the preceding year’s annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of mailing of the notice for such annual meeting and not later than 5:00 p.m. (Eastern Time) the close of business on the tenth (10th) later of the 90th day prior to the date of mailing of the notice for such annual meeting or the 10th day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of mailing of the annual notice for such meeting is first made by the CompanyTrust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder’s notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such A Shareholder’s notice to be proper must set forth: (a) as to the Secretary Shareholder giving the notice and the beneficial owners, if any, on whose behalf the nomination or proposal is made (i) the name and address of such Shareholder, as they appear in order for the Trust’s books, and of such notice beneficial owner, (ii) the class or series and number of all shares of the Trust owned beneficially and of record by Shareholder at the time the recommendation is submitted and the dates on which such shares were acquired, specifying the number of shares owned beneficially, (iii) a description of all arrangements, agreements, or understandings between the Shareholder and any other person or persons (including their names) pursuant to be effective; providedwhich the Shareholder recommendation is being made (including, howeverin the case of a nomination, the candidate), and if none, so specify, (iv) a representation that the Shareholder is a Shareholder of record of the Trust entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (v) a representation whether the Shareholder or the beneficial owner, if any, intends or is part of a group which intends (y) to deliver a proxy statement and/or form of proxy to Shareholders entitled to cast the requisite number of votes to approve or adopt the proposal or elect the nominee and/or (z) otherwise to solicit proxies or votes from Shareholders in support of such proposal or nomination, and (vi) any other information relating to such Shareholder and beneficial owner, if any, that must be disclosed in solicitation of proxies for election of trustees in an election contest (even if an election contest is not involved), or otherwise would be required, in each case pursuant to the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing Exchange Act and the Shares owned by them. Such Shareholder’s notice shall set forth rules and regulations promulgated thereunder; (ab) as to each person whom the Shareholder proposes to nominate for election or reelection as a director, director (i) such persona full listing of the proposed candidate’s nameeducation, ageexperience (including knowledge of the investment company industry, experience as a director or senior officer of public or private companies, and directorships on other boards of other registered investment companies), current employment, date of birth, business address and residence address, and the names and addresses of at least three professional references, (ii) information as to whether the principal occupation candidate is, has been or employment may be an “interested person” (as such term is defined in the Investment Company Act of 1940, as amended) of the person Trust, Calamos Advisors LLC (the “Adviser”) or any affiliate of the Adviser, and, if believed not to be or have been an “interested person,” information regarding the candidate that will be sufficient for the past five yearsTrustees to make such determination, (iii) the class written and number of Shares signed consent of the Company that are beneficially owned or owned candidate to be named as a nominee and to serve as a Trustee of record by such person and the investment intent of such acquisitionTrust, if elected, (iv) the record of all purchases and sales of securities of the Company by such person during the previous 12 month period including the dates of the transactions, the class, class or series and number of securities involved in all shares of the transactions and Trust or any other Trust owned of record or beneficially by the consideration involvedcandidate, as reported by the candidate, and (v) all such other information relating to such person that is required to would be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant helpful to the Exchange Act, including such person’s written consent to being named Trustees in evaluating the proxy statement as a nominee candidate; and to serving as a director if elected; (bc) 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 text of the proposal or business (including the text of any resolutions proposed for consideration), the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder (including any anticipated benefit to and the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the Shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities of the Company which are owned of record by such Shareholder and by such Shareholder Associated Person, if any; (ii) the class, series and number of, and the nominee holder for, Shares owned beneficially but not of record by such Shareholder and by any Shareholder Associated Person, if any; (iii) the name and address of such Shareholder as it appears on the Company’s stock ledger and the address, if different, of such Shareholder Associated Person; (iv) the record of all purchases and sales of securities of the Company by such Shareholder or Shareholder Associated Person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved; and (v) to the extent known by such Shareholder, the name and address of any other Shareholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such Shareholder’s notice. For the purposes of this Section 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Person.
(32) Notwithstanding anything in the second sentence of Section 9.7(a)(2) to the contrary, in In the event that the number of directors trustees to be elected to the Board of Directors of the Company Trustees is increased effective after the time period for which nominations would otherwise be due under paragraph (a)(1) of this Section 3.8 and there is no public announcement by the Company naming all Trust of the nominees for director such action or specifying the size of the increased Board of Directors Trustees at least one hundred (100) days prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting, a Shareholder’s notice required by this Section 9.7 3.8 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be the notice is delivered to the Secretary at the principal executive office offices of the Company Trust not later than the close of business on the tenth (10th) 10th day immediately following the day on which such public announcement is first made by the CompanyTrust.
Appears in 1 contract
Samples: By Laws (Calamos Long/Short Equity & Dynamic Income Trust)
Annual Meetings of Shareholders. (1) Nominations of persons individuals for election to the Board of Directors Trustees and the proposal of other business to be considered by the Shareholders shareholders may be made at an annual meeting of Shareholders shareholders (i) pursuant to the CompanyTrust’s notice of meeting meeting, (ii) by or at the direction of the Board of Directors Trustees (and to the extent required by the Master Transaction Agreement, dated as of October 31, 2016, by and among Vornado Realty Trust, Vornado Realty L.P., JBG Properties Inc., JBG/Operating Partners, L.P., certain affiliates of JBG Properties Inc. and JBG/Operating Partners, L.P., the Trust and JBG XXXXX Properties LP (f/k/a Vornado DC Spinco OP LP) (the “Master Agreement”), in accordance with Section 5.13 of the Master Agreement) or (iiiii) by any Shareholder shareholder of the Company Trust who was a Shareholder shareholder of record both at the time of giving of notice by the shareholder as provided for in this Section 9.7 12(a) and at the time of the annual meeting, who is entitled to vote at the meeting and present in person the election of each individual so nominated or by proxy at the meeting to answer questions concerning the nomination or business, on any such other business and who complies has complied with the notice procedures set forth in this Section 9.712(a).
(2) For nominations any nomination or other business to be properly brought before an annual meeting by a Shareholder shareholder pursuant to clause (iiiii) of paragraph (a)(1) of this Section 9.7(a)(1)12, the Shareholder shareholder must have given timely notice thereof in writing to the Secretary secretary of the Company Trust and any such other business must otherwise be a proper matter for Shareholder actionaction by the shareholders. To be timely, a Shareholdershareholder’s notice shall set forth all information required under this Section 12 and shall be delivered to the Secretary secretary at the principal executive offices office of the Company Trust not earlier than the 150th day nor later than 5:00 p.m. (p.m., Eastern Time) , on the one hundred twentieth (120th) day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) 120th day prior to the first anniversary of the date of mailing the proxy statement (as defined in Section 12(c)(3) of the notice this Article II) for the preceding year’s annual meeting; provided, however, that that, in connection with the Trust’s first annual meeting or in the event that the date of the annual meeting is called for a date that is advanced or delayed by more than thirty (30) 30 days earlier or later than from the first anniversary of the date of the preceding year’s annual meeting, in order for notice by the Shareholder shareholder to be timely timely, such notice must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m. (p.m., Eastern Time) , on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth (10th) day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of the annual such meeting is first made by the Companymade. In no event shall the The public announcement of a postponement of the mailing of notice for such annual meeting or of an adjournment of an annual meeting to a later date or time shall not commence a new time period for the giving of Shareholdera shareholder’s notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such Shareholder’s notice to the Secretary in order for such notice to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. Such Shareholder’s notice shall set forth (a) as to each person whom the Shareholder proposes to nominate for election or reelection as a director, (i) such person’s name, age, business address and residence address, (ii) the principal occupation or employment of the person for the past five years, (iii) the class and number of Shares of the Company that are beneficially owned or owned of record by such person and the investment intent of such acquisition, (iv) the record of all purchases and sales of securities of the Company by such person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, and (v) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to the Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director 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 interest in such business of such Shareholder (including any anticipated benefit to the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the Shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities of the Company which are owned of record by such Shareholder and by such Shareholder Associated Person, if any; (ii) the class, series and number of, and the nominee holder for, Shares owned beneficially but not of record by such Shareholder and by any Shareholder Associated Person, if any; (iii) the name and address of such Shareholder as it appears on the Company’s stock ledger and the address, if different, of such Shareholder Associated Person; (iv) the record of all purchases and sales of securities of the Company by such Shareholder or Shareholder Associated Person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved; and (v) to the extent known by such Shareholder, the name and address of any other Shareholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such Shareholder’s notice. For the purposes of this Section 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Person.
(3) Notwithstanding anything in the second sentence of Section 9.7(a)(2) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) days prior to the first anniversary of the date of mailing of notice for the preceding year’s annual meeting, a ShareholderSuch shareholder’s notice required by this Section 9.7 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company.set forth:
Appears in 1 contract
Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the Shareholders shareholders may be made at an annual meeting of Shareholders shareholders (ia) pursuant to the CompanyCorporation’s notice of meeting meeting, (b) by or at the direction of the Board of Directors or (iic) by any Shareholder shareholder of the Company Corporation who was a Shareholder shareholder of record both at the time of giving of notice provided for in this Section 9.7 and 1.10 and, at the time of the annual meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies complied with the notice procedures set forth in this Section 9.71.10 as to such business or nomination; clause (c) shall be the exclusive means for a shareholder to make nominations or submit other business (other than nominations at an annual meeting made pursuant to Section 1.12 of these Bylaws and matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Corporation’s notice of meeting) before an annual meeting of shareholders.
(2) For Without qualification, for any nominations or any other business to be properly brought before an annual meeting by a Shareholder shareholder pursuant to clause (iic) of paragraph (A)(1) of this Section 9.7(a)(1)1.10, the Shareholder shareholder must have given timely notice thereof in writing to the Secretary of the Company Corporation and such other business must otherwise be a proper matter for Shareholder shareholder action. To be timely, a Shareholdershareholder’s notice shall be delivered to the Secretary at the principal executive offices of the Company Corporation not earlier than the close of business on the 120th day and not later than 5:00 p.m. (Eastern Time) the close of business on the one hundred twentieth (120th) day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is called for a date that is more than thirty (30) 30 days earlier before or later more than the first 60 days after such anniversary of the date of the preceding year’s annual meetingdate, notice by the Shareholder shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than 5:00 p.m. (Eastern Time) the close of business on the tenth (10th) later of the 90th day prior to the date of such annual meeting or the 10th day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of the annual such meeting is first made by the CompanyCorporation. In no event shall the public announcement of a any adjournment or postponement of the mailing of notice for such annual meeting or of an adjournment of an annual meeting to a later date or time the announcement thereof commence a new time period or extend any time period for the giving of Shareholdera shareholder’s notice as described above. No Shareholder may give a To be in proper form, such shareholder’s notice (whether given pursuant to this paragraph (A)(2) or paragraph (B) of Section 1.10) to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such Shareholder’s notice to the Secretary in order for such notice to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. Such Shareholder’s notice shall set forth must: (a) set forth, as to each person whom the Shareholder proposes to nominate for election shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or reelection as proposal is made (such shareholder or beneficial owner, a director“holder”), (i) the name and address of each such personholder (as they appear on the Corporation’s name, age, business address and residence addressbooks in the case of the record holder), (ii) the principal occupation or employment of the person for the past five years, (iiiA) the class and number of Shares of the Company that are beneficially owned or owned of record by such person and the investment intent of such acquisition, (iv) the record of all purchases and sales of securities of the Company by such person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved shares of the Corporation which are, directly or indirectly, owned beneficially or of record by each such holder, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the transactions underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”), directly or indirectly owned beneficially or of record by each such holder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the consideration involvedvalue of shares of the Corporation, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which each such holder, directly or indirectly, has a right to vote any shares of any security of the Corporation, (D) any short interest in any security of the Corporation (for purposes of these Bylaws a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the Corporation owned beneficially or of record by each such holder that are separated or separable from the underlying shares of the Corporation, (F) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, beneficially or of record by a general or limited partnership in which each such holder is a general partner or, directly or indirectly, beneficially or of record owns an interest in a general partner and (G) any performance-related fees (other than an asset-based fee) that each such holder is, directly or indirectly, entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held, directly or indirectly, beneficially or of record by members of such holder’s immediate family sharing the same household (which information shall be supplemented by such holder not later than 10 days after the record date for the meeting to disclose such ownership as of the record date), and (viii) all any other information relating to each such person holder that is would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors, or is otherwise required, directors in each case a contested election pursuant to Section 14 of the Exchange Act, including such person’s written consent to being named in Act and the proxy statement as a nominee rules and to serving as a director if electedregulations promulgated thereunder; (b) as if the notice relates to any business other business than a nomination of a director or directors that the Shareholder shareholder proposes to bring before the meeting, set forth (i) 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 of any such holder in such business and (ii) a description of all agreements, arrangements and understandings between any such holder and any other person or persons (including their names) in connection with the proposal of such Shareholder business by such shareholder; (including any anticipated benefit c) set forth, as to the Shareholder therefrom) and of each beneficial ownerperson, if any, whom the shareholder proposes to nominate for election or reelection to the Board of Directors (i) all information relating to such person 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 in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (ii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among any such holder and its affiliates and associates, or others acting in concert therewith, on whose behalf the proposal is madeone hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if any such holder or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and (cd) as with respect to the Shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities of the Company which are owned of record by such Shareholder and by such Shareholder Associated Person, if any; (ii) the class, series and number of, and the nominee holder for, Shares owned beneficially but not of record by such Shareholder and by any Shareholder Associated Person, if any; (iii) the name and address of such Shareholder as it appears on the Company’s stock ledger and the address, if different, of such Shareholder Associated Person; (iv) the record of all purchases and sales of securities of the Company by such Shareholder or Shareholder Associated Person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved; and (v) to the extent known by such Shareholder, the name and address of any other Shareholder supporting the each nominee for election or reelection as to the Board of Directors, include a director or the proposal of other business on the date of such Shareholder’s notice. For the purposes completed and signed questionnaire, representation and agreement required by paragraph (C) of this Section 9.7, “Shareholder Associated Person” 1.10. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of any Shareholder shall mean (i) any Person controlling, directly such proposed nominee to serve as an independent director of the Corporation or indirectlythat could be material to a reasonable shareholder’s understanding of the independence, or acting in concert withlack thereof, of such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Personnominee.
(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 9.7(a)(2) 1.10 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company Corporation is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least one hundred (100) 100 days prior to the first anniversary of the date of mailing of notice for the preceding year’s annual meeting, a Shareholdershareholder’s notice required by this Section 9.7 1.10 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office offices of the Company Corporation not later than the close of business on the tenth (10th) 10th day following the day on which such public announcement is first made by the CompanyCorporation.
Appears in 1 contract
Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors as a Trustee and the proposal of business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the CompanyTrust’s notice of meeting meeting, (ii) by or at the direction of the Board of Directors Trustees or (iiiii) by any Shareholder of the Company Trust who was a Shareholder of record both at the time of giving of notice provided for in this Section 9.7 3.8(a) and at the time of the annual meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies complied with the notice procedures set forth in this Section 9.7.
(2) 3.8(a). For nominations for election to the Trustees or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iiiii) of paragraph (a)(1) of this Section 9.7(a)(1)3.8, the Shareholder must have given timely notice thereof in writing to the Secretary of the Company Trust and such other business must otherwise be a proper matter for Shareholder actionaction by Shareholders. To be timely, a Shareholder’s notice shall must be delivered to the Secretary at the principal executive offices office of the Company Trust by not later than 5:00 p.m. (Eastern Time) the close of business on the one hundred twentieth (120th) 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting nor earlier than 5:00 p.m. (Eastern Time) the close of business on the one hundred fiftieth (150th) 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of the mailing of the notice for the annual meeting is called for a date that is advanced or delayed by more than thirty (30) days earlier or later than from the first anniversary date of the date mailing of the notice for the preceding year’s annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of mailing of the notice for such annual meeting and not later than 5:00 p.m. (Eastern Time) the close of business on the tenth (10th) later of the 90th day prior to the date of mailing of the notice for such annual meeting or the 10th day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of mailing of the annual notice for such meeting is first made by the CompanyTrust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder’s notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such A Shareholder’s notice to the Secretary in order for such notice to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. Such Shareholder’s notice shall proper must set forth (ai) as to each person whom the class or series and number of all shares of the Trust owned beneficially and of record by Shareholder proposes to nominate for election or reelection at the time the recommendation is submitted and the dates on which such shares were acquired, specifying the number of shares owned beneficially; (ii) a full listing of the proposed candidate's education, experience (including knowledge of the investment company industry, experience as a directordirector or senior officer of public or private companies, (i) such person’s nameand directorships on other boards of other registered investment companies), agecurrent employment, date of birth, business address and residence address, (ii) and the principal occupation or employment names and addresses of the person for the past five years, at least three professional references; (iii) information as to whether the class and number candidate is, has been or may be an "interested person" (as such term is defined in the Investment Company Act of Shares 1940, as amended) of the Company Trust, Calamos Advisors LLC (the “Adviser”) or any affiliate of the Adviser, and, if believed not to be or have been an “interested person,” information regarding the candidate that are beneficially owned or owned of record by will be sufficient for the Committee to make such person and the investment intent of such acquisition, determination; (iv) the record of all purchases written and sales of securities signed consent of the Company by such person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, and (v) all other information relating to such person that is required candidate to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to the Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serving serve as a director Trustee of the Trust, if elected; (bv) as to a description of all arrangements or understandings between the Shareholder, the candidate and/or any other business that person or persons (including their names) pursuant to which the Shareholder proposes to bring before the meetingrecommendation is being made, a brief description of the business desired to be brought before the meetingand if none, the reasons for conducting such business at the meeting and any interest in such business of such Shareholder so specify; (including any anticipated benefit to the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the Shareholder giving the notice and any Shareholder Associated Person, (ivi) the class, class or series and number of securities all shares of the Company which are owned of record by such Shareholder and by such Shareholder Associated Person, if any; (ii) the class, series and number of, and the nominee holder for, Shares owned beneficially but not of record by such Shareholder and by any Shareholder Associated Person, if any; (iii) the name and address of such Shareholder as it appears on the Company’s stock ledger and the address, if different, of such Shareholder Associated Person; (iv) the record of all purchases and sales of securities of the Company by such Shareholder Trust or Shareholder Associated Person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved; and (v) to the extent known by such Shareholder, the name and address of any other Shareholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such Shareholder’s notice. For the purposes of this Section 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company Trust owned of record or beneficially by such Shareholder the candidate, as reported by the candidate; and (iiivii) any Person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Personother information that would be helpful to the Committee in evaluating the candidate.
(32) Notwithstanding anything in the second sentence of Section 9.7(a)(2) to the contrary, in In the event that the number of directors trustees to be elected to the Board of Directors of the Company Trustees is increased and there is no public announcement by the Company naming all Trust of the nominees for director such action or specifying the size of the increased Board of Directors Trustees at least one hundred (100) days prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting, a Shareholder’s notice required by this Section 9.7 3.8(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be the notice is delivered to the Secretary at the principal executive office offices of the Company Trust not later than the close of business on the tenth (10th) 10th day immediately following the day on which such public announcement is first made by the CompanyTrust.
Appears in 1 contract
Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors Trustees and the proposal of other business to be considered by the Shareholders may be made shareholders at an annual meeting of Shareholders shareholders may be properly brought before the meeting (i) pursuant to the CompanyTrust’s notice of meeting by or at the direction of the Board of Directors trustees or (ii) by any Shareholder shareholder of the Company Trust who was is a Shareholder shareholder of record both at the time of giving of notice provided for in this Section 9.7 4(b) and at the time of the annual meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies with the notice procedures terms and provisions set forth in this Section 9.74.
(2) For nominations for election to the Board of Trustees or other business to be properly brought before an annual meeting by a Shareholder shareholder pursuant to clause (ii) of Section 9.7(a)(14(b)(1), the Shareholder shareholder must have given timely notice thereof in writing to the Secretary secretary of the Company Trust and such other business must otherwise be a proper matter for Shareholder actionaction by shareholders. To be timely, a Shareholdershareholder’s notice shall set forth all information required under this Section 4 and shall be delivered to the Secretary secretary at the principal executive offices of the Company Trust not later than 5:00 p.m. (Eastern Time) the close of business on the one hundred twentieth (120th) 90th day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of mailing of the notice for the annual meeting is called for a date that is advanced or delayed by more than thirty (30) 30 days earlier or later than from the first anniversary date of the date of mailing of the notice for the preceding year’s annual meeting, notice by the Shareholder shareholder to be timely must be so delivered not earlier than the 120th day prior to the date of mailing of the notice for such annual meeting and not later than 5:00 p.m. (Eastern Time) the close of business on the tenth later of: (10thi) the 90th day prior to the date of mailing of the notice for such annual meeting or (ii) the 10th day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of mailing of the annual notice for such meeting is first made by the CompanyTrust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of Shareholdera shareholder’s notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such Shareholder’s notice to the Secretary in order for such notice to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. Such ShareholderA shareholder’s notice shall set forth forth:
(ai) as to each person whom the Shareholder shareholder proposes to nominate for election or reelection as a directortrustee, (i1) such person’s name, age, business address and residence address, (ii2) the principal occupation or employment of the person for the past five yearsclass, (iii) the class series and number of Shares shares of capital stock of the Company Trust that are beneficially owned or owned of record by such person person, (3) the date such shares were acquired and the investment intent of such acquisition, (iv4) the record of all purchases and sales of securities of the Company Trust by such person during the previous 12 month period including the dates date of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, involved and (v5) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directorstrustees in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director trustee if elected; ;
(bii) as to any other business that the Shareholder shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meetingsuch business, the reasons for conducting proposing such business at the meeting and any material interest in such business of such shareholder and any Shareholder Associated Person (as defined below), including any anticipated benefit to the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and ;
(ciii) as to the Shareholder shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities shares of the Company Trust which are owned of record by such Shareholder shareholder and by such Shareholder Associated Person, if any; (ii) , and the class, series and number of, and the nominee holder for, Shares shares owned beneficially but not of record by such Shareholder shareholder and by any such Shareholder Associated Person;
(iv) as to the shareholder giving the notice and any Shareholder Associated Person, if any; (iii) the name and address of such Shareholder shareholder, as it appears they appear on the CompanyTrust’s stock ledger and the current name and address, if different, of such Shareholder Associated Person; ;
(ivv) as to the shareholder giving the notice and any Shareholder Associated Person, the record of all purchases and sales of securities of the Company Trust by such Shareholder shareholder or Shareholder Associated Person during the previous 12 month period including the dates date of the transactions, the class, series and number of securities involved in the transactions and the consideration involved; and and
(vvi) to the extent known by such Shareholderthe shareholder giving the notice, the name and address of any other Shareholder shareholder supporting the nominee for election or reelection as a director trustee or the proposal of other business on the date of such Shareholdershareholder’s notice. For the purposes of this Section 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Person.
(3) Notwithstanding anything in the second sentence of Section 9.7(a)(2) to 4(b)(2)to the contrary, in the event that the number of directors trustees to be elected to the Board of Directors of the Company Trustees is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors such action at least one hundred (100) 130 days prior to the first anniversary of the date of mailing of notice for the preceding year’s annual meeting, a Shareholdershareholder’s notice required by this Section 9.7 4(b) also shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be the notice is delivered to the Secretary secretary at the principal executive office offices of the Company Trust not later than the close of business on the tenth (10th) 10th day immediately following the day on which such public announcement is first made by the CompanyTrust.
(4) For purposes of this Section 4, “Shareholder Associated Person” of any shareholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such shareholder, (ii) any beneficial owner of shares of capital stock of the Trust owned of record or beneficially by such shareholder and (iii) any person controlling, controlled by or under common control with such shareholder or Shareholder Associated Person.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Overstreet Adrian Marcel)
Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the Company’s 's notice of meeting by or at the direction of the Board of Directors or (ii) by any Shareholder of the Company who was a Shareholder of record both at the time of giving of notice provided for in this Section 9.7 and at the time of the annual meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies with the notice procedures set forth in this Section 9.7.
(2) For nominations or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (ii) of Section 9.7(a)(1), the Shareholder must have given timely notice thereof in writing to the Secretary of the Company and such other business must otherwise be a proper matter for Shareholder action. To be timely, a Shareholder’s 's notice shall be delivered to the Secretary at the principal executive offices of the Company not later than 5:00 p.m. the close of business on the ninetieth (Eastern Time90th) day nor earlier than the close of business on the one hundred twentieth (120th) day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) day prior to the first anniversary of the date of mailing of the notice for the preceding year’s 's annual meeting; providedPROVIDED, howeverHOWEVER, that in the event that the date of mailing of the notice for the annual meeting is called for a date that is more than thirty (30) days earlier before or later than the first after such anniversary of the date of the preceding year’s annual meetingdate, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to the date of mailing of the notice for such annual meeting and not later than 5:00 p.m. the close of business on the later of the ninetieth (Eastern Time90th) day prior to the date of mailing of the notice for such annual meeting or the close of business on the tenth (10th) day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of mailing of the annual notice for such meeting is first made by the Company. In no event shall the public announcement of a postponement of the mailing of notice for such annual meeting or of an adjournment of an annual meeting to a later date or time commence a new time period for the giving of Shareholder’s 's notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such Shareholder’s 's notice to the Secretary in order for such notice to be effective; providedPROVIDED, howeverHOWEVER, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. Such Shareholder’s 's notice shall set forth (a) as to each person whom the Shareholder proposes to nominate for election or reelection as a director, (i) such person’s 's name, age, business address and residence address, (ii) the principal occupation or employment of the person for the past five years, (iii) the class and number of Shares of the Company that are beneficially owned or owned of record by such person and the investment intent of such acquisition, (iv) the record of all purchases and sales of securities of the Company by such person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, and (v) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to the Exchange Act, including such person’s 's written consent to being named in the proxy statement as a nominee and to serving as a director 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 interest in such business of such Shareholder (including any anticipated benefit to the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the Shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities of the Company which are owned of record by such Shareholder and by such Shareholder Associated Person, if any; (ii) the class, series and number of, and the nominee holder for, Shares owned beneficially but not of record by such Shareholder and by any Shareholder Associated Person, if any; (iii) the name and address of such Shareholder as it appears on the Company’s 's stock ledger and the address, if different, of such Shareholder Associated Person; (iv) the record of all purchases and sales of securities of the Company by such Shareholder or Shareholder Associated Person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved; and (v) to the extent known by such Shareholder, the name and address of any other Shareholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such Shareholder’s 's notice. For the purposes of this Section 9.7, “"Shareholder Associated Person” " of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Person.
(3) Notwithstanding anything in the second sentence of Section 9.7(a)(2) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) days prior to the first anniversary of the date of mailing of notice for the preceding year’s 's annual meeting, a Shareholder’s 's notice required by this Section 9.7 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Travelcenters of America LLC)
Annual Meetings of Shareholders. (1i) Nominations of persons for election to the Board of Directors Trustees and the proposal of other business to be considered by the Shareholders may be made shareholders at an annual meeting of Shareholders shareholders may be properly brought before the meeting (i1) pursuant to the Company’s Trust's notice of meeting by or at the direction of the Board of Directors trustees or (ii2) by any Shareholder shareholder of the Company Trust who was is a Shareholder shareholder of record both at the time of giving of notice provided for in this Section 9.7 4(b) and at the time of the annual meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies with the notice procedures terms and provisions set forth in this Section 9.74.
(2ii) For nominations for election to the Board of Trustees or other business to be properly brought before an annual meeting by a Shareholder shareholder pursuant to clause (ii) of Section 9.7(a)(14(b)(1), the Shareholder shareholder must have given timely notice thereof in writing to the Secretary secretary of the Company Trust and such other business must otherwise be a proper matter for Shareholder actionaction by shareholders. To be timely, a Shareholder’s shareholders notice shall set forth all information required under this Section 4 and shall be delivered to the Secretary secretary at the principal executive offices of the Company Trust not later than 5:00 p.m. (Eastern Time) the close of business on the one hundred twentieth (120th) 90th day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s years annual meeting; provided, however, that in the event that the date of mailing of the notice for the annual meeting is called for a date that is advanced or delayed by more than thirty (30) 30 days earlier or later than from the first anniversary date of the date of mailing of the notice for the preceding year’s years annual meeting, notice by the Shareholder shareholder to be timely must be so delivered not earlier than the 120th day prior to the date of mailing of the notice for such annual meeting and not later than 5:00 p.m. (Eastern Time) the close of business on the tenth later of: (10thi) the 90th day prior to the date of mailing of the notice for such annual meeting or (ii) the 10th day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of mailing of the annual notice for such meeting is first made by the CompanyTrust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of Shareholder’s a shareholders notice as described above. No Shareholder shareholder may give a notice to the Secretary secretary described in this Section 9.7(a)(24(b)(2) unless such Shareholder shareholder holds a Certificate certificate or certificates, as the case may be, for all Shares Trust shares owned by such Shareholdershareholder, and a copy of each Certificate such certificate shall accompany such Shareholder’s shareholders notice to the Secretary secretary in order for such notice to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. Such Shareholder’s A shareholder's notice shall set forth forth:
(a1) as to each person whom the Shareholder shareholder proposes to nominate for election or reelection as a directortrustee, (i1) such person’s persons name, age, business address and residence address, (ii2) the principal occupation or employment of the person for the past five yearsclass, (iii) the class series and number of Shares shares of capital stock of the Company Trust that are beneficially owned or owned of record by such person person, (3) the date such shares were acquired and the investment intent of such acquisition, (iv4) the record of all purchases and sales of securities of the Company Trust by such person during the previous 12 month period including the dates date of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, involved and (v5) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directorstrustees in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, including such person’s persons written consent to being named in the proxy statement as a nominee and to serving as a director trustee if elected; ;
(b2) as to any other business that the Shareholder shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meetingsuch business, the reasons for conducting proposing such business at the meeting and any material interest in such business of such shareholder and any Shareholder Associated Person (as defined below), including any anticipated benefit to the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and ;
(c3) as to the Shareholder shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities shares of the Company Trust which are owned of record by such Shareholder shareholder and by such Shareholder Associated Person, if any; (ii) , and the class, series and number of, and the nominee holder for, Shares shares owned beneficially but not of record by such Shareholder shareholder and by any such Shareholder Associated Person;
(4) as to the shareholder giving the notice and any Shareholder Associated Person, if any; (iii) the name and address of such Shareholder shareholder, as it appears they appear on the Company’s Trusts stock ledger and the current name and address, if different, of such Shareholder Associated Person; ;
(iv5) as to the shareholder giving the notice and any Shareholder Associated Person, the record of all purchases and sales of securities of the Company Trust by such Shareholder shareholder or Shareholder Associated Person during the previous 12 month period including the dates date of the transactions, the class, series and number of securities involved in the transactions and the consideration involved; and and
(v6) to the extent known by such Shareholderthe shareholder giving the notice, the name and address of any other Shareholder shareholder supporting the nominee for election or reelection as a director trustee or the proposal of other business on the date of such Shareholder’s shareholders notice. For the purposes of this Section 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Person.
(3iii) Notwithstanding anything in the second sentence of Section 9.7(a)(24(b)(ii) to the contrary, in the event that the number of directors trustees to be elected to the Board of Directors of the Company Trustees is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors such action at least one hundred (100) 130 days prior to the first anniversary of the date of mailing of notice for the preceding year’s 's annual meeting, a Shareholder’s shareholder's notice required by this Section 9.7 4(b) also shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be the notice is delivered to the Secretary secretary at the principal executive office offices of the Company Trust not later than the close of business on the tenth (10th) 10th day immediately following the day on which such public announcement is first made by the CompanyTrust.
(iv) For purposes of this Section 4, "Shareholder Associated Person" of any shareholder shall mean (1) any person controlling, directly or indirectly, or acting in concert with, such shareholder, (2) any beneficial owner of shares of capital stock of the Trust owned of record or beneficially by such shareholder and (3) any person controlling, controlled by or under common control with such shareholder or Shareholder Associated Person.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (RMR Real Estate Income Fund)
Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors Trustees and the proposal of other business to be considered by the Shareholders may be made at an annual meeting of Shareholders may be properly brought before the meeting (i) pursuant to the Company’s Trust's notice of meeting by or at the direction of the Board of Directors Trustees or (ii) by any Shareholder of the Company Trust who was is a Shareholder of record both at the time of giving of notice provided for in this Section 9.7 4(b) and at the time of the annual meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies with the notice procedures terms and provisions set forth in this Section 9.74.
(2) For nominations for election to the Board of Trustees or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (ii) of Section 9.7(a)(14(b)(1), the Shareholder must have given timely notice thereof in writing to the Secretary secretary of the Company Trust and such other business must otherwise be a proper matter for Shareholder actionaction by Shareholders. To be timely, a Shareholder’s 's notice shall set forth all information required under this Section 4 and shall be delivered to the Secretary secretary at the principal executive offices of the Company Trust not later than 5:00 p.m. (Eastern Time) the close of business on the one hundred twentieth (120th) 90th day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s 's annual meeting; provided, however, that in the event that the date of mailing of the notice for the annual meeting is called for a date that is advanced or delayed by more than thirty (30) 30 days earlier or later than from the first anniversary date of the date of mailing of the notice for the preceding year’s 's annual meeting, notice by the Shareholder to be timely must be so delivered not earlier than the 120th day prior to the date of mailing of the notice for such annual meeting and not later than 5:00 p.m. (Eastern Time) the close of business on the tenth later of: (10thi) the 90th day prior to the date of mailing of the notice for such annual meeting or (ii) the 10th day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of mailing of the annual notice for such meeting is first made by the CompanyTrust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder’s 's notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such Shareholder’s notice to the Secretary in order for such notice to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. Such Shareholder’s notice shall set forth (a) as to each person whom the Shareholder proposes to nominate for election or reelection as a director, (i) such person’s name, age, business address and residence address, (ii) the principal occupation or employment of the person for the past five years, (iii) the class and number of Shares of the Company that are beneficially owned or owned of record by such person and the investment intent of such acquisition, (iv) the record of all purchases and sales of securities of the Company by such person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, and (v) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to the Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director 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 interest in such business of such Shareholder (including any anticipated benefit to the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the Shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities of the Company which are owned of record by such Shareholder and by such Shareholder Associated Person, if any; (ii) the class, series and number of, and the nominee holder for, Shares owned beneficially but not of record by such Shareholder and by any Shareholder Associated Person, if any; (iii) the name and address of such Shareholder as it appears on the Company’s stock ledger and the address, if different, of such Shareholder Associated Person; (iv) the record of all purchases and sales of securities of the Company by such Shareholder or Shareholder Associated Person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved; and (v) to the extent known by such Shareholder, the name and address of any other Shareholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such Shareholder’s notice. For the purposes of this Section 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Person.
(3) Notwithstanding anything in the second sentence of Section 9.7(a)(2) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) days prior to the first anniversary of the date of mailing of notice for the preceding year’s annual meeting, a Shareholder’s notice required by this Section 9.7 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company.
Appears in 1 contract
Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors Trustees and the proposal of other business to be considered by the Shareholders may be made shareholders at an annual meeting of Shareholders shareholders may be properly brought before the meeting (i) pursuant to the Company’s Trust's notice of meeting by or at the direction of the Board of Directors trustees or (ii) by any Shareholder shareholder of the Company Trust who was is a Shareholder shareholder of record both at the time of giving of notice provided for in this Section 9.7 4(b) and at the time of the annual meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies with the notice procedures terms and provisions set forth in this Section 9.74.
(2) For nominations for election to the Board of Trustees or other business to be properly brought before an annual meeting by a Shareholder shareholder pursuant to clause (ii) of Section 9.7(a)(14(b)(1), the Shareholder shareholder must have given timely notice thereof in writing to the Secretary secretary of the Company Trust and such other business must otherwise be a proper matter for Shareholder actionaction by shareholders. To be timely, a Shareholder’s shareholder's notice shall set forth all information required under this Section 4 and shall be delivered to the Secretary secretary at the principal executive offices of the Company Trust not later than 5:00 p.m. (Eastern Time) the close of business on the one hundred twentieth (120th) 90th day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s 's annual meeting; provided, however, that in the event that the date of mailing of the notice for the annual meeting is called for a date that is advanced or delayed by more than thirty (30) 30 days earlier or later than from the first anniversary date of the date of mailing of the notice for the preceding year’s 's annual meeting, notice by the Shareholder shareholder to be timely must be so delivered not earlier than the 120th day prior to the date of mailing of the notice for such annual meeting and not later than 5:00 p.m. (Eastern Time) the close of business on the tenth later of: (10thi) the 90th day prior to the date of mailing of the notice for such annual meeting or (ii) the 10th day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of mailing of the annual notice for such meeting is first made by the CompanyTrust. Notwithstanding the foregoing sentence, with respect to the annual meeting to be held in calendar year 2008, to be timely a shareholder's notice shall be delivered to the secretary at the principal executive offices of the Trust not later than the close of business on December 31, 2007. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of Shareholder’s a shareholder's notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such Shareholder’s notice to the Secretary in order for such notice to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. Such Shareholder’s A shareholder's notice shall set forth forth:
(ai) as to each person whom the Shareholder shareholder proposes to nominate for election or reelection as a directortrustee, (i1) such person’s 's name, age, business address and residence address, (ii2) the principal occupation or employment of the person for the past five yearsclass, (iii) the class series and number of Shares shares of capital stock of the Company Trust that are beneficially owned or owned of record by such person person, (3) the date such shares were acquired and the investment intent of such acquisition, (iv4) the record of all purchases and sales of securities of the Company Trust by such person during the previous 12 month period including the dates date of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, involved and (v5) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directorstrustees in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, including such person’s 's written consent to being named in the proxy statement as a nominee and to serving as a director trustee if elected; ;
(bii) as to any other business that the Shareholder shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meetingsuch business, the reasons for conducting proposing such business at the meeting and any material interest in such business of such shareholder and any Shareholder Associated Person (as defined below), including any anticipated benefit to the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and ;
(ciii) as to the Shareholder shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities shares of the Company Trust which are owned of record by such Shareholder shareholder and by such Shareholder Associated Person, if any; (ii) , and the class, series and number of, and the nominee holder for, Shares shares owned beneficially but not of record by such Shareholder shareholder and by any such Shareholder Associated Person;
(iv) as to the shareholder giving the notice and any Shareholder Associated Person, if any; (iii) the name and address of such Shareholder shareholder, as it appears they appear on the Company’s Trust's stock ledger and the current name and address, if different, of such Shareholder Associated Person; ;
(ivv) as to the shareholder giving the notice and any Shareholder Associated Person, the record of all purchases and sales of securities of the Company Trust by such Shareholder shareholder or Shareholder Associated Person during the previous 12 month period including the dates date of the transactions, the class, series and number of securities involved in the transactions and the consideration involved; and and
(vvi) to the extent known by such Shareholderthe shareholder giving the notice, the name and address of any other Shareholder shareholder supporting the nominee for election or reelection as a director trustee or the proposal of other business on the date of such Shareholder’s shareholder's notice. .
(3) For the purposes of this Section 9.74, “"Shareholder Associated Person” " of any Shareholder shareholder shall mean (i) any Person person controlling, directly or indirectly, or acting in concert with, such Shareholdershareholder, (ii) any beneficial owner of Common Shares or other securities issued by shares of capital stock of the Company Trust owned of record or beneficially by such Shareholder shareholder and (iii) any Person person controlling, controlled by or under common control with such Shareholder shareholder or Shareholder Associated Person.
(3) Notwithstanding anything in the second sentence of Section 9.7(a)(2) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) days prior to the first anniversary of the date of mailing of notice for the preceding year’s annual meeting, a Shareholder’s notice required by this Section 9.7 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company.
Appears in 1 contract
Annual Meetings of Shareholders. (1i) Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the Shareholders may be made at an annual meeting of Shareholders only (iA) pursuant to the Company’s notice of meeting (or any supplement thereto), (B) by or at the direction of the Board of Directors or (iiC) by any Shareholder of the Company who was a Shareholder of record both at the time of giving of the notice provided for in this Section 9.7 and at 7.5 is delivered to the time Secretary of the annual meetingCompany, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies with the notice procedures set forth in this Section 9.77.5.
(2ii) For nominations or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (ii) of Section 9.7(a)(17.5(a)(i)(C), the Shareholder must have given timely notice thereof in writing to the Secretary of the Company and any such proposed business other business than the nominations of persons for election to the Board of Directors must otherwise be constitute a proper matter for Shareholder action. To be timely, a Shareholder’s notice shall be delivered to the Secretary at the principal executive offices of the Company not later than 5:00 p.m. (Eastern Time) the close of business on the ninetieth day nor earlier than the close of business on the one hundred twentieth (120th) day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; meeting (provided, however, that in the event that the annual meeting is called for a date that is more than thirty (30) days earlier or later than the first anniversary of the date of the preceding year’s annual meeting, notice by the Shareholder to be timely must be so delivered not later than 5:00 p.m. (Eastern Time) on the tenth (10th) day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed more than thirty days before or otherwise made available more than seventy days after such anniversary date, notice by the Shareholder must be so delivered not earlier than the close of business on the one hundred twentieth day prior to such annual meeting and not later than the close of business on the later of the ninetieth day prior to such annual meeting or (B) the tenth day following the day on which public announcement of the date of the annual such meeting is first made by the Company) (for purposes of determining the deadline for such notice in connection with the annual meeting to take place in 2014, the first anniversary of the preceding year’s annual meeting shall be deemed to be May 29, 2014). In no event shall the public announcement of a postponement of the mailing of notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period (or extend any time period) for the giving of a Shareholder’s notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such Shareholder’s notice to the Secretary in order for such notice to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. Such Shareholder’s notice shall set forth forth: (aA) as to each person whom the Shareholder proposes to nominate for election or reelection as a director, Director (i) such person’s name, age, business address and residence address, (ii) the principal occupation or employment of the person for the past five years, (iii) the class and number of Shares of the Company that are beneficially owned or owned of record by such person and the investment intent of such acquisition, (iv) the record of all purchases and sales of securities of the Company by such person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, and (v1) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directorsDirectors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Exchange Act, including Act and (2) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director Director if elected; (bB) 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 text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend this Agreement in a manner permitted by this Agreement, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder (including any anticipated benefit to and the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and (cC) as to the Shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities of the Company which are owned of record by such Shareholder and by such Shareholder Associated Personbeneficial owner, if any; , on whose behalf the nomination or proposal is made (ii) the class, series and number of, and the nominee holder for, Shares owned beneficially but not of record by such Shareholder and by any Shareholder Associated Person, if any; (iii1) the name and address of such Shareholder Shareholder, as it appears they appear on the Company’s stock ledger books, and the address, if different, of such Shareholder Associated Person; beneficial owner, (iv2) the record class and number of all purchases and sales of securities Shares of the Company by such Shareholder or Shareholder Associated Person during the previous 12 month period including the dates of the transactions, the class, series which are owned beneficially and number of securities involved in the transactions and the consideration involved; and (v) to the extent known by such Shareholder, the name and address of any other Shareholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such Shareholder’s notice. For the purposes of this Section 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and such beneficial owner, (iii3) any Person controllinga representation that the Shareholder is a holder of Shares entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, controlled by or under common control with such and (4) a representation whether the Shareholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s Outstanding Shares required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies from Shareholders in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a Shareholder Associated Personif the Shareholder has notified the Company of his, her or its intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such Shareholder’s proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such annual meeting. The Company may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a Director of the Company.
(3iii) Notwithstanding anything in the second sentence of Section 9.7(a)(27.5(a)(ii) to the contrary, in the event that the number of directors Directors to be elected to the Board of Directors of the Company at an annual meeting is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors additional directorships at least one hundred (100) days prior to the first anniversary of the date preceding year’s annual meeting (for such purposes, in connection with the annual meeting to take place in 2014, the first anniversary of mailing of notice for the preceding year’s annual meetingmeeting shall be deemed to be May 29, 2014), a Shareholder’s notice required by this Section 9.7 7.5 shall also be considered timely, but only with respect to nominees for any new positions created by such increasethe additional directorships, if it shall be delivered to the Secretary at the principal executive office offices of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (LIN Media LLC)
Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors as a Trustee and the proposal of business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the CompanyTrust’s notice of meeting meeting, (ii) by or at the direction of the Board of Directors Trustees or (iiiii) by any Shareholder of the Company Trust who was a Shareholder of record both at the time of giving of notice provided for in this Section 9.7 3.9(a) and at the time of the annual meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies complied with the notice procedures set forth in this Section 9.73.9(a). For the avoidance of doubt, the foregoing clause (iii) shall be the exclusive means for a Shareholder to bring nominations or business (other than a proposal made pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act (each, a “14a-8 Proposal”)) at an annual meeting.
(2) For nominations for election to the Trustees or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iiiii) of paragraph (a)(1) of this Section 9.7(a)(1)3.9, the Shareholder must have given timely notice thereof in writing to the Secretary of the Company Trust and such other business must otherwise be a proper matter for Shareholder actionaction by Shareholders. To be timely, a Shareholder’s notice shall must be delivered to the Secretary at the principal executive offices office of the Company Trust by not later than 5:00 p.m. (Eastern Time) on the one hundred twentieth (120th) 90th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of the mailing of the notice for the annual meeting is called for a date that is advanced or delayed by more than thirty (30) days earlier or later than from the first anniversary date of the date mailing of the notice for the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, notice by the Shareholder to be timely must be so delivered not earlier than the 120th day prior to the date of mailing of the notice for such annual meeting and not later than 5:00 p.m. (Eastern Time) on the tenth (10th) later of the 90th day prior to the date of mailing of the notice for such annual meeting or the 10th day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of mailing of the annual notice for such meeting is first made by the CompanyTrust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of a Shareholder’s notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such A Shareholder’s notice to the Secretary in order for such notice to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. Such Shareholder’s notice shall proper must set forth (ai) as to each person whom the Shareholder proposes to nominate for election or reelection as a director, trustee (iA) such person’s the name, age, business address and residence addressaddress of such person, (ii) the principal occupation or employment of the person for the past five years, (iiiB) the class and number of Shares shares of stock of the Company Trust that are beneficially owned or owned of record by such person and the investment intent of such acquisition, (iv) the record of all purchases and sales of securities of the Company by such person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, and (vC) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directorstrustees in an election contest, or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director trustee if elected); (bii) 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 (including any anticipated benefit to the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and (ciii) as to the Shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities of the Company which are owned of record by such Shareholder and by such Shareholder Associated Personeach beneficial owner, if any; , on whose behalf the nomination or proposal is made, (ii) the class, series and number of, and the nominee holder for, Shares owned beneficially but not of record by such Shareholder and by any Shareholder Associated Person, if any; (iiix) the name and address of such Shareholder Shareholder, as it appears they appear on the CompanyTrust’s stock ledger and the current name and address, if different, and of such Shareholder Associated Person; beneficial owner, (ivy) the record of all purchases and sales of securities of the Company by such Shareholder or Shareholder Associated Person during the previous 12 month period including the dates of the transactions, the class, series class and number of securities involved in shares of stock of the transactions Trust that are owned beneficially and the consideration involved; and (v) to the extent known by such Shareholder, the name and address of any other Shareholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such Shareholder’s notice. For the purposes of this Section 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and such beneficial owner, and (iiiz) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of trustees in an election contest, or as otherwise required, in each case pursuant to Regulation 14A (or any Person controlling, controlled by or successor provision) under common control with such Shareholder or Shareholder Associated Personthe Exchange Act.
(3) Notwithstanding anything in the second sentence of paragraph (a)(2) of this Section 9.7(a)(2) 3.9 to the contrary, in the event that the number of directors trustees to be elected to the Board of Directors of the Company Trustees is increased and there is no public announcement by the Company naming all Trust of the nominees for director such action or specifying the size of the increased Board of Directors Trustees at least one hundred ten (10010) days prior to before the first anniversary last day a Shareholder may deliver a notice of the date of mailing of notice for nomination in accordance with the preceding year’s annual meetingparagraph, a Shareholder’s notice required by this Section 9.7 3.9(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be the notice is delivered to the Secretary at the principal executive office offices of the Company Trust not later than the close of business on the tenth (10th) 10th day immediately following the day on which such public announcement is first made by the CompanyTrust.
Appears in 1 contract
Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the Shareholders shareholders may be made at an annual meeting of Shareholders shareholders (ia) pursuant to the Company’s notice of meeting by or at the direction of the Board of Directors or (iib) by any Shareholder shareholder of the Company Corporation who was a Shareholder shareholder of record both at the time of giving of notice provided for in this Section 9.7 and at the time of the annual meetingBylaw, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies with the notice procedures set forth in this Section 9.7Bylaw.
(2) For nominations or other business to be properly brought before an annual meeting by a Shareholder shareholder pursuant to clause (iib) of Section 9.7(a)(1)paragraph (a)(1) of this Bylaw, the Shareholder shareholder must have given timely notice thereof in writing to the Secretary secretary of the Company Corporation and such other business must otherwise be a proper matter for Shareholder shareholder action. To be timely, a Shareholdershareholder’s notice shall be delivered to the Secretary secretary at the principal executive offices of the Company Corporation not later than 5:00 p.m. the close of business on the ninetieth (Eastern Time90th) day, nor earlier than the close of business on the one hundred and twentieth (120th) day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) day day, prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is called for a date that is more than thirty (30) days earlier before or later more than the first seventy (70) days after such anniversary of the date of the preceding year’s annual meetingdate, notice by the Shareholder shareholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than 5:00 p.m. the close of business on the later of the ninetieth (Eastern Time90) on day prior to such annual meeting or the tenth (10th) day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of the annual such meeting is first made by the CompanyCorporation. In no event shall the public announcement of a postponement of the mailing of notice for such annual meeting or of an adjournment of an annual meeting to a later date or time commence a new time period for the giving of Shareholdera shareholder’s notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such Shareholder’s notice to the Secretary in order for such notice to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. Such Shareholdershareholder’s notice shall set forth (a) as to each person whom the Shareholder shareholder proposes to nominate for election or reelection re-election as a director, (i) such person’s name, age, business address and residence address, (ii) the principal occupation or employment of the person for the past five years, (iii) the class and number of Shares of the Company that are beneficially owned or owned of record by such person and the investment intent of such acquisition, (iv) the record of director all purchases and sales of securities of the Company by such person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, and (v) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directorsdirectors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act, ”) and Rule 14a-11 thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to any other business that the Shareholder 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 shareholder and beneficial shareholder (including any anticipated benefit to as defined in the Shareholder therefrom) and of each beneficial ownerAct), if any, on whose behalf the proposal is made; and (c) as to the Shareholder shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities of the Company which are owned of record by such Shareholder and by such Shareholder Associated Personbeneficial shareholder, if any; , on whose behalf the nomination or proposal is made (ii) the class, series and number of, and the nominee holder for, Shares owned beneficially but not of record by such Shareholder and by any Shareholder Associated Person, if any; (iiii) the name and address of such Shareholder shareholder, as it appears they appear on the CompanyCorporation’s stock ledger books, and the address, if different, of such Shareholder Associated Person; beneficial shareholder and (ivii) the record of all purchases and sales of securities of the Company by such Shareholder or Shareholder Associated Person during the previous 12 month period including the dates of the transactions, the class, series class and number of securities involved in shares of the transactions Corporation which are owned beneficially and the consideration involved; and (v) to the extent known of record by such Shareholder, the name shareholder and address of any other Shareholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such Shareholder’s notice. For the purposes of this Section 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Personshareholder.
(3) Notwithstanding anything in the second sentence of Section 9.7(a)(2paragraph (a)(2) of this Bylaw to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company Corporation is increased and there is no public announcement by the Company Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) days prior to the first anniversary of the date of mailing of notice for the preceding year’s annual meeting, a Shareholdershareholder’s notice required by this Section 9.7 Bylaw shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary secretary at the principal executive office offices of the Company Corporation not later than the close of business on the tenth (10th) day following the day date on which such public announcement is first made by the CompanyCorporation.
Appears in 1 contract
Samples: Merger Agreement (Quantum FinTech Acquisition Corp)
Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors Trustees and the proposal of other business to be considered by the Shareholders may be made shareholders at an annual meeting of Shareholders shareholders may be properly brought before the meeting (i) pursuant to the Company’s Trust's notice of meeting by or at the direction of the Board of Directors trustees or (ii) by any Shareholder shareholder of the Company Trust who was is a Shareholder shareholder of record both at the time of giving of notice provided for in this Section 9.7 4(b) and at the time of the annual meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies with the notice procedures terms and provisions set forth in this Section 9.74.
(2) For nominations for election to the Board of Trustees or other business to be properly brought before an annual meeting by a Shareholder shareholder pursuant to clause (ii) of Section 9.7(a)(14(b)(1), the Shareholder shareholder must have given timely notice thereof in writing to the Secretary secretary of the Company Trust and such other business must otherwise be a proper matter for Shareholder actionaction by shareholders. To be timely, a Shareholder’s shareholder's notice shall set forth all information required under this Section 4 and shall be delivered to the Secretary secretary at the principal executive offices of the Company Trust not later than 5:00 p.m. (Eastern Time) the close of business on the one hundred twentieth (120th) 90th day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s 's annual meeting; provided, however, that in the event that the date of mailing of the notice for the annual meeting is called for a date that is advanced or delayed by more than thirty (30) 30 days earlier or later than from the first anniversary date of the date of mailing of the notice for the preceding year’s 's annual meeting, notice by the Shareholder shareholder to be timely must be so delivered not earlier than the 120th day prior to the date of mailing of the notice for such annual meeting and not later than 5:00 p.m. (Eastern Time) the close of business on the tenth later of: (10thi) the 90th day prior to the date of mailing of the notice for such annual meeting or (ii) the 10th day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of mailing of the annual notice for such meeting is first made by the CompanyTrust. In no event shall the public announcement of a postponement of the mailing of the notice for such annual meeting or of an adjournment or postponement of an annual meeting to a later date or time commence a new time period for the giving of Shareholder’s a shareholder's notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such Shareholder’s notice to the Secretary in order for such notice to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. Such Shareholder’s A shareholder's notice shall set forth forth:
(ai) as to each person whom the Shareholder shareholder proposes to nominate for election or reelection as a directortrustee, (i1) such person’s 's name, age, business address and residence address, (ii2) the principal occupation or employment of the person for the past five yearsclass, (iii) the class series and number of Shares shares of capital stock of the Company Trust that are beneficially owned or owned of record by such person person, (3) the date such shares were acquired and the investment intent of such acquisition, (iv4) the record of all purchases and sales of securities of the Company Trust by such person during the previous 12 month period including the dates date of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, involved and (v5) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directorstrustees in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, including such person’s 's written consent to being named in the proxy statement as a nominee and to serving as a director trustee if elected; ;
(bii) as to any other business that the Shareholder shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meetingsuch business, the reasons for conducting proposing such business at the meeting and any material interest in such business of such shareholder and any Shareholder Associated Person (as defined below), including any anticipated benefit to the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and ;
(ciii) as to the Shareholder shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities shares of the Company Trust which are owned of record by such Shareholder shareholder and by such Shareholder Associated Person, if any; (ii) , and the class, series and number of, and the nominee holder for, Shares shares owned beneficially but not of record by such Shareholder shareholder and by any such Shareholder Associated Person;
(iv) as to the shareholder giving the notice and any Shareholder Associated Person, if any; (iii) the name and address of such Shareholder shareholder, as it appears they appear on the Company’s Trust's stock ledger and the current name and address, if different, of such Shareholder Associated Person; ;
(ivv) as to the shareholder giving the notice and any Shareholder Associated Person, the record of all purchases and sales of securities of the Company Trust by such Shareholder shareholder or Shareholder Associated Person during the previous 12 month period including the dates date of the transactions, the class, series and number of securities involved in the transactions and the consideration involved; and and
(vvi) to the extent known by such Shareholderthe shareholder giving the notice, the name and address of any other Shareholder shareholder supporting the nominee for election or -23- reelection as a director trustee or the proposal of other business on the date of such Shareholder’s shareholder's notice. For the purposes of this Section 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Person.
(3) Notwithstanding anything in the second sentence of Section 9.7(a)(24(b)(2) to the contrary, in the event that the number of directors trustees to be elected to the Board of Directors of the Company Trustees is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors such action at least one hundred (100) 130 days prior to the first anniversary of the date of mailing of notice for the preceding year’s 's annual meeting, a Shareholder’s shareholder's notice required by this Section 9.7 4(b) also shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be the notice is delivered to the Secretary secretary at the principal executive office offices of the Company Trust not later than the close of business on the tenth (10th) 10th day immediately following the day on which such public announcement is first made by the CompanyTrust.
(4) For purposes of this Section 4, "Shareholder Associated Person" of any shareholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such shareholder, (ii) any beneficial owner of shares of capital stock of the Trust owned of record or beneficially by such shareholder and (iii) any person controlling, controlled by or under common control with such shareholder or Shareholder Associated Person.
Appears in 1 contract
Samples: Second Amended and Restated Agreement and Declaration of Trust (RMR Real Estate Fund)
Annual Meetings of Shareholders. (1) Nominations of persons individuals for election to the Board of Directors Trustees and the proposal of other business to be considered by the Shareholders shareholders may be made at an annual meeting of Shareholders shareholders (i) pursuant to the CompanyTrust’s notice of meeting meeting, (ii) by or at the direction of the Board of Directors Trustees (and to the extent required by the Master Transaction Agreement, dated as of October 31, 2016, by and among Vornado Realty Trust, Vornado Realty L.P., JBG Properties Inc., JBG/Operating Partners, L.P., certain affiliates of JBG Properties Inc. and JBG/Operating Partners, L.P., the Trust and JBG XXXXX Properties LP (f/k/a Vornado DC Spinco OP LP) (the “Master Agreement”), in accordance with Section 5.13 of the Master Agreement) or (iiiii) by any Shareholder shareholder of the Company Trust who was a Shareholder shareholder of record both at the time of giving of notice by the shareholder as provided for in this Section 9.7 12(a) and at the time of the annual meeting, who is entitled to vote at the meeting and present in person the election of each individual so nominated or by proxy at the meeting to answer questions concerning the nomination or business, on any such other business and who complies has complied with the notice procedures set forth in this Section 9.712(a).
(2) For nominations any nomination or other business to be properly brought before an annual meeting by a Shareholder shareholder pursuant to clause (iiiii) of paragraph (a)(1) of this Section 9.7(a)(1)12, the Shareholder shareholder must have given timely notice thereof in writing to the Secretary secretary of the Company Trust and any such other business must otherwise be a proper matter for Shareholder actionaction by the shareholders. To be timely, a Shareholdershareholder’s notice shall set forth all information required under this Section 12 and shall be delivered to the Secretary secretary at the principal executive offices office of the Company Trust not earlier than the 150th day nor later than 5:00 p.m. (p.m., Eastern Time) , on the one hundred twentieth (120th) day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) 120th day prior to the first anniversary of the date of mailing the proxy statement (as defined in Section 12(c)(3) of the notice this Article II) for the preceding year’s annual meeting; provided, however, that that, in connection with the Trust’s first annual meeting or in the event that the date of the annual meeting is called for a date that is advanced or delayed by more than thirty (30) 30 days earlier or later than from the first anniversary of the date of the preceding year’s annual meeting, in order for notice by the Shareholder shareholder to be timely timely, such notice must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m. (p.m., Eastern Time) , on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth (10th) day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of the annual such meeting is first made by the Companymade. In no event shall the The public announcement of a postponement of the mailing of notice for such annual meeting or of an adjournment of an annual meeting to a later date or time shall not commence a new time period for the giving of Shareholdera shareholder’s notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2.
(3) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such Shareholder’s notice to the Secretary in order for such notice to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. Such Shareholdershareholder’s notice shall set forth forth:
(ai) as to each person individual whom the Shareholder shareholder proposes to nominate for election or reelection as a directortrustee (each, (i) such person’s namea “Proposed Nominee”), age, business address and residence address, (ii) the principal occupation or employment of the person for the past five years, (iii) the class and number of Shares of the Company that are beneficially owned or owned of record by such person and the investment intent of such acquisition, (iv) the record of all purchases and sales of securities of the Company by such person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, and (v) all other information relating to such person the Proposed Nominee that is would be required to be disclosed in solicitations connection with the solicitation of proxies for the election of directorsthe Proposed Nominee as a trustee in an election contest (even if an election contest is not involved), or is would otherwise requiredbe required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; ”);
(bii) as to any other business that the Shareholder shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meetingsuch business, the shareholder’s reasons for conducting proposing such business at the meeting and any material interest in such business of such shareholder or any Shareholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf shareholder or the proposal is made; and (c) as to the Shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities of the Company which are owned of record by such Shareholder and by such Shareholder Associated Person, if any; (ii) the class, series and number of, and the nominee holder for, Shares owned beneficially but not of record by such Shareholder and by any Shareholder Associated Person, if any; (iii) the name and address of such Shareholder as it appears on the Company’s stock ledger and the address, if different, of such Shareholder Associated Person; (iv) the record of all purchases and sales of securities of the Company by such Shareholder or Shareholder Associated Person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved; and (v) to the extent known by such Shareholder, the name and address of any other Shareholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such Shareholder’s notice. For the purposes of this Section 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Person.
(3) Notwithstanding anything in the second sentence of Section 9.7(a)(2) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) days prior to the first anniversary of the date of mailing of notice for the preceding year’s annual meeting, a Shareholder’s notice required by this Section 9.7 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company.therefrom;
Appears in 1 contract
Samples: Master Transaction Agreement (JBG SMITH Properties)
Annual Meetings of Shareholders. (1) Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the Shareholders may be made at an annual meeting of Shareholders (i) pursuant to the Company’s notice of meeting by or at the direction of the Board of Directors or (ii) by any Shareholder of the Company who was a Shareholder of record both at the time of giving of notice provided for in this Section 9.7 and at the time of the annual meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business, and who complies with the notice procedures set forth in this Section 9.7.
(2) For nominations or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (ii) of Section 9.7(a)(1), the Shareholder must have given timely notice thereof in writing to the Secretary of the Company and such other business must otherwise be a proper matter for Shareholder action. To be timely, a Shareholder’s notice shall be delivered to the Secretary at the principal executive offices of the Company not later than 5:00 p.m. the close of business on the ninetieth (Eastern Time90th) day nor earlier than the close of business on the one hundred twentieth (120th) day nor earlier than 5:00 p.m. (Eastern Time) on the one hundred fiftieth (150th) day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting; provided, however, that in the event that the date of mailing of the notice for the annual meeting is called for a date that is more than thirty (30) days earlier before or later than the first after such anniversary of the date of the preceding year’s annual meetingdate, notice by the Shareholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to the date of mailing of the notice for such annual meeting and not later than 5:00 p.m. the close of business on the later of the ninetieth (Eastern Time90th) day prior to the date of mailing of the notice for such annual meeting or the close of business on the tenth (10th) day following the earlier of the day on which (A) notice of the date of the annual meeting is mailed or otherwise made available or (B) public announcement of the date of mailing of the annual notice for such meeting is first made by the Company. In no event shall the public announcement of a postponement of the mailing of notice for such annual meeting or of an adjournment of an annual meeting to a later date or time commence a new time period for the giving of Shareholder’s notice as described above. No Shareholder may give a notice to the Secretary described in this Section 9.7(a)(2) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such Shareholder’s notice to the Secretary in order for such notice to be effective; provided, however, that the provisions of this sentence shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them. Such Shareholder’s notice shall set forth (a) as to each person whom the Shareholder proposes to nominate for election or reelection as a director, (i) such person’s name, age, business address and residence address, (ii) the principal occupation or employment of the person for the past five years, (iii) the class and number of Shares of the Company that are beneficially owned or owned of record by such person and the investment intent of such acquisition, (iv) the record of all purchases and sales of securities of the Company by such person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved, and (v) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to the Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director 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 interest in such business of such Shareholder (including any anticipated benefit to the Shareholder therefrom) and of each beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the Shareholder giving the notice and any Shareholder Associated Person, (i) the class, series and number of securities of the Company which are owned of record by such Shareholder and by such Shareholder Associated Person, if any; (ii) the class, series and number of, and the nominee holder for, Shares owned beneficially but not of record by such Shareholder and by any Shareholder Associated Person, if any; (iii) the name and address of such Shareholder as it appears on the Company’s stock ledger and the address, if different, of such Shareholder Associated Person; (iv) the record of all purchases and sales of securities of the Company by such Shareholder or Shareholder Associated Person during the previous 12 month period including the dates of the transactions, the class, series and number of securities involved in the transactions and the consideration involved; and (v) to the extent known by such Shareholder, the name and address of any other Shareholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such Shareholder’s notice. For the purposes of this Section 9.7, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of Common Shares or other securities issued by the Company owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Person.
(3) Notwithstanding anything in the second sentence of Section 9.7(a)(2) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Company is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) days prior to the first anniversary of the date of mailing of notice for the preceding year’s annual meeting, a Shareholder’s notice required by this Section 9.7 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office of the Company not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Travelcenters of America LLC)
