Annual Meetings of Stockholders. (1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (B) by or at the direction of the Board of Directors, or (C) by any stockholder of the Corporation who (i) was a stockholder of record of the Corporation at the time the notice provided for in this Section 7 is delivered to the Secretary of the Corporation and at the time of the annual meeting, (ii) is entitled to vote at the meeting, and (iii) complies with the notice procedures set forth in this Section 7 as to such business or nomination. Except as provided by clause (a)(4) of this Section 7, clause (C) of the preceding sentence shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, in each case, as amended (the “Exchange Act”) and included in the Corporation’s proxy statement) at an annual meeting of stockholders.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Brookfield Property Partners L.P.), Agreement and Plan of Merger (Brookfield Asset Management Inc.), Agreement and Plan of Merger (GGP Inc.)
Annual Meetings of Stockholders. (1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (Aa) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (Bb) by or at the direction of the Board, any committee thereof, the Chairman of the Board of Directors, or the Chief Executive Officer or (Cc) by any stockholder of the Corporation who (i) was a stockholder of record of the Corporation at the time the notice provided for in this Section 7 1.10 is delivered to the Secretary of the Corporation and at the time of the annual meeting, (ii) who is entitled to vote at the meeting, meeting and (iii) who complies with the notice procedures set forth in this Section 7 as to such business or nomination1.10. Except as provided by clause (a)(4) For the avoidance of doubt, the procedures set forth in this Section 7, clause (C) of the preceding sentence 1.10 shall be the exclusive means for a stockholder to make nominations or submit proposals for other business for an annual meeting of stockholders (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, in each case, as amended (the “Exchange Act”) or any successor rule thereto and included in the Corporation’s proxy statement) at an statement that has been prepared to solicit proxies for such annual meeting of stockholdersmeeting).
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Baker Hughes Inc), Limited Liability Company Agreement (General Electric Co), Transaction Agreement and Plan of Merger (Baker Hughes Inc)
