Conduct of Meetings. (a) At every meeting of the stockholders, the presiding chairman of the meeting shall be the Chair or, in the event of his or her absence or disability and if separate, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) or, in the event of his or her absence or disability, such other person as the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting. (b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall vote at a meeting of stockholders shall be announced at the meeting. The Board of Directors may make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to any such rules and regulations, the chairman presiding at any meeting shall have the right and authority to prescribe rules, regulations and procedures for such meeting and to take all such actions as in the judgment of the chairman are appropriate for the proper conduct of such meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the Company, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) or such other persons as the chairman of the meeting or his or her designee may determine; (v) restrictions on entry to the meeting after the commencement thereof; (vi) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meeting. The presiding chairman may interpret and apply any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstances, in addition to changing the order of business at the meeting or making any other determinations that he or she deems appropriate for the proper conduct of the meeting, and shall declare that a nomination or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman should so declare, such nomination shall be disregarded or such other business shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9. Unless and to the extent determined by the Board of Directors or the presiding chairman, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
Appears in 2 contracts
Samples: Revolving Credit, Term Loan and Security Agreement (PHI Group, Inc./De), Revolving Credit, Term Loan and Security Agreement (PHI Group, Inc./De)
Conduct of Meetings. (a) At every meeting Meetings of stockholders shall be presided over by the Chairman of the stockholders, the presiding chairman of the meeting shall be the Chair Board or, in the event of his or her absence or disability and if separateChairman’s absence, by the Chief Executive Officer of Officer, or in the Corporation (the “Chief Executive Officer”) or’s absence, in the event of his or her absence or disability, such other person as the Chair shall appoint or, in the event of his or her absence or disability, by a chairman chosen designated by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of bothsuch designation, an appointee by a chairman chosen by vote of the presiding chairmanstockholders at the meeting. The Secretary shall act as secretary of the meeting, shall but in the Secretary’s absence the chairman of the meeting may appoint any person to act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall vote at a meeting of stockholders shall be announced at the meeting. The Board of Directors may make adopt by resolution such rules or rules, regulations and procedures for the conduct of meetings any meeting of stockholders of the Corporation as it shall deem necessaryappropriate including, without limitation, such guidelines and procedures as it may deem appropriate or convenientregarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Subject Except to any the extent inconsistent with such rules rules, regulations and regulationsprocedures as adopted by the Board of Directors, the chairman presiding at of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such chairman, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the CompanyCorporation, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman of the meeting or his or her designee may determineshall be determined; (viv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (viv) limitations on the time allotted to questions or comments by participants.
(c) The chairman of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of meeting shall announce at the meeting when the polls for balloting and matters which are each matter to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees upon at the meeting will be opened and closed. If no announcement is made, the polls shall be deemed to provide have opened when the Corporation advance notice of their intent to attend meeting is convened and closed upon the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility final adjournment of the meeting. The presiding chairman After the polls close, no ballots, proxies or votes or any revocations or changes thereto may interpret and apply be accepted.
(d) In advance of any such rulesmeeting of stockholders, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstances, in addition to changing the order of business at the meeting or making any other determinations that he or she deems appropriate for the proper conduct of the meeting, and shall declare that a nomination or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman should so declare, such nomination shall be disregarded or such other business shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the Chairman of the Board or the Chief Executive Officer shall appoint one or more inspectors of election to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is present, ready and willing to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may convene be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and shall take charge of the polls and, for any or no reasonwhen the vote is completed, from time to time, adjourn and/or recess any meeting shall make a certificate of stockholders pursuant to Section 2.9. Unless the result of the vote taken and to the extent determined by the Board of Directors or the presiding chairman, meetings of stockholders shall not such other facts as may be required to be held in accordance with the rules of parliamentary procedureby law.
Appears in 2 contracts
Samples: Merger Agreement (Workstream Inc), Merger Agreement (Workstream Inc)
Conduct of Meetings. (a) At every meeting Meetings of stockholders shall be presided over by the Chairperson of the stockholdersBoard, if any, or in the presiding chairman Chairperson’s absence by the Vice Chairperson of the meeting shall be the Chair orBoard, if any, or in the event of his or her Vice Chairperson’s absence or disability and if separate, by the Chief Executive Officer of Officer, or in the Corporation (the “Chief Executive Officer”) or’s absence, by the President, or in the event of his President’s absence by a Vice President, or her absence or disability, such other person as the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee all of the presiding chairmanforegoing persons by a chairperson designated by the Board. The Secretary shall act as secretary of the meeting, shall but in the Secretary’s absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.
(b) The date Board may adopt by resolution such rules, regulations and time of the opening and the closing of the polls for each matter upon which the stockholders shall vote at a meeting of stockholders shall be announced at the meeting. The Board of Directors may make such rules or regulations procedures for the conduct of meetings any meeting of stockholders of the Corporation as it shall deem necessaryappropriate including, without limitation, such guidelines and procedures as it may deem appropriate or convenientregarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Subject Except to any the extent inconsistent with such rules rules, regulations and regulationsprocedures as adopted by the Board, the chairman presiding at chairperson of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such chairperson, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman chairperson of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the CompanyCorporation, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman of the meeting or his or her designee may determineshall be determined; (viv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (viv) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meeting. The presiding chairman may interpret and apply any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstances, in addition to changing the order of business at the meeting or making any other determinations that he or she deems appropriate for the proper conduct of the meeting, and shall declare that a nomination or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman should so declare, such nomination shall be disregarded or such other business shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9participants. Unless and to the extent determined by the Board of Directors or the presiding chairmanchairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
(c) The chairperson of the meeting shall announce at the meeting when the polls for each matter to be voted upon at the meeting will be opened and closed. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted.
Appears in 2 contracts
Samples: Business Combination Agreement (Goal Acquisitions Corp.), Business Combination Agreement (Goal Acquisitions Corp.)
Conduct of Meetings. (a) At every meeting of the stockholders, the presiding chairman of the meeting shall be the Chair or, in the event of his or her absence or disability and if separate, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) or, in the event of his or her absence or disability, such other person as the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall will vote at a meeting of stockholders shall be announced at the meeting by the person presiding over the meeting. The Board of Directors of the Corporation may make adopt by resolution such rules or and regulations for the conduct of meetings the meeting of stockholders as it shall deem necessary, appropriate or convenientappropriate. Subject Except to any the extent inconsistent with such rules and regulationsregulations as adopted by the Board of Directors, the chairman presiding at of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such chairman, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the CompanyCorporation, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman of the meeting or his or her designee may shall determine; (viv) restrictions on entry to the meeting after the time fixed for commencement thereof; and (viv) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meeting. The presiding chairman may interpret and apply any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstances, in addition to changing the order of business at the meeting or making any other determinations that he or she deems appropriate for the proper conduct of the meeting, and shall declare that a nomination or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman should so declare, such nomination shall be disregarded or such other business shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9participants. Unless and to the extent determined by the Board of Directors or the presiding chairmanchairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
Appears in 2 contracts
Samples: Merger Agreement (Allied Waste Industries Inc), Merger Agreement (Republic Services Inc)
Conduct of Meetings. (a) At every meeting of the stockholders, the presiding chairman of the meeting shall be the Chair or, in the event of his or her absence or disability and if separate, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) or, in the event of his or her absence or disability, such other person as the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter election, question or business upon which the stockholders shall will vote at a meeting of stockholders shall be announced at the meeting by the individual presiding over the meeting. The Board of Directors may make adopt (by resolution or resolutions thereof) such rules or and regulations for the conduct of meetings the meeting of stockholders as it shall deem necessary, appropriate or convenientappropriate. Subject Except to any the extent inconsistent with such rules and regulationsregulations as adopted by the Board of Directors, the chairman individual presiding at over any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such presiding individual, are appropriate for the proper conduct of such meetingthe meeting of stockholders. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman individual presiding over the meeting of the meetingstockholders, may include, without limitation, the following: (ia) the establishment of an agenda or order of business for the meetingmeeting of stockholders; (iib) rules and procedures for maintaining order at the meeting of stockholders and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (ivc) limitations on attendance at or participation in the meeting of stockholders to stockholders of record of the CompanyCorporation, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons individuals as the chairman of individual presiding over the meeting or his or her designee may of stockholders shall determine; (vd) restrictions on entry to the meeting of stockholders after the time fixed for the commencement thereof; and (vie) limitations on the time allotted to questions or comments by participants in the meeting of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meetingstockholders. The presiding chairman may interpret and apply any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstancesBoard of Directors or, in addition to changing the order of business at the meeting or making any other determinations that he or she deems may be appropriate for to the proper conduct of the meetingmeeting of stockholders, the individual presiding over any meeting of stockholders, in each case, shall have the power and shall declare that a nomination duty to determine whether any election, question or other business was or was not properly made, proposed or brought before the meeting of stockholders and therefore shall be disregarded and not be considered or transacted at the meeting, and, if the facts warrant (including if a determination is made that a nomination Board of Directors or other business was not made or proposedthe individual presiding over the meeting, as the case may be, in accordance with Section 2.12 determines that such election, question or business was not properly made, proposed or brought before the meeting of these By-laws), stockholders and if such chairman should so declare, such nomination shall be disregarded and not be considered or transacted at the meeting, the individual presiding over the meeting shall declare to the meeting that such other election, question or business was not properly made, proposed or brought before the meeting and shall be disregarded and not be considered or transacted at the meeting, and any such election, question or business shall not be transacted. Subject to any rules and regulations adopted by considered or transacted at the Board of Directors, the chairman of the meeting may convene and, for any or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9meeting. Unless and to the extent determined by the Board of Directors or the individual presiding chairmanover the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
Appears in 2 contracts
Samples: Business Combination Agreement (Maquia Capital Acquisition Corp), Business Combination Agreement (Maquia Capital Acquisition Corp)
Conduct of Meetings. (a) At every meeting of the stockholders, the presiding chairman of the meeting shall be the Chair or, in the event of his or her absence or disability and if separate, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) or, in the event of his or her absence or disability, such other person as the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall Stockholders will vote at a meeting of stockholders the Stockholders shall be announced at the meetingmeeting by the person presiding over the meeting designated in accordance with Section 1.07 of these Bylaws. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted. The Board of Directors may make adopt by resolution such rules or and regulations for the conduct of meetings the meeting of stockholders Stockholders as it shall deem necessary, appropriate or convenientappropriate. Subject Except to any the extent inconsistent with such rules and regulationsregulations as adopted by the Board of Directors, the chairman person presiding at over any meeting of Stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such presiding person, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (iv) limitations on attendance at or participation in the meeting to stockholders of record of Stockholders entitled to vote at the Companymeeting, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman presiding person of the meeting or his or her designee may shall determine; (viv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (viv) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meetingparticipants. The presiding chairman may interpret and apply person at any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstancesmeeting of Stockholders, in addition to changing the order of business at the meeting or making any other determinations that he or she deems may be appropriate for to the proper conduct of the meeting, and shall declare shall, if the facts warrant, determine that a nomination matter or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman presiding person should so declaredetermine, such nomination presiding person shall be disregarded so declare to such meeting and any such matter or such other business not properly brought before the meeting shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any transacted or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9considered. Unless and to the extent determined by the Board of Directors or the person presiding chairmanover the applicable meeting of Stockholders, meetings of stockholders Stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
Appears in 2 contracts
Samples: Merger Agreement (Foresight Acquisition Corp.), Business Combination Agreement (Ascendant Digital Acquisition Corp.)
Conduct of Meetings. (a) At every The chair of each annual and special meeting of the stockholders, the presiding chairman of the meeting stockholders shall be the Chair of the Board or, in the event absence (or inability or refusal to act) of his or her absence or disability and if separatethe Chair of the Board, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”if he or she shall be a director) or, in the event absence ( or inability or refusal to act) of his the Chief Executive Officer or her if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or, in the absence (or disabilityinability or refusal to act) of the President or if the President is not a director, such other person as shall be appointed by the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of DirectorsBoard. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall will vote at a meeting of stockholders shall be announced at the meeting by the chair of the meeting. The Board of Directors may make adopt such rules or and regulations for the conduct of meetings the meeting of stockholders as it shall deem necessary, appropriate appropriate. Except to the extent inconsistent with these Bylaws or convenient. Subject to any such rules and regulationsregulations as adopted by the Board, the chairman presiding at chair of any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such chair, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman chair of the meeting, may include, without limitation, the following: (ia) the establishment of an agenda or order of business for the meeting; (iib) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (ivc) limitations on attendance at or participation in the meeting to stockholders of record of the CompanyCorporation, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman chair of the meeting or his or her designee may shall determine; (vd) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vie) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meetingparticipants. The presiding chairman may interpret and apply any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstanceschair of a stockholder meeting shall, in addition to changing a manner consistent with applicable law and such rules and regulations as adopted by the order Board, determine whether a matter of business at the meeting or making any other determinations that he or she deems appropriate for the proper conduct of the meeting, and shall declare that a nomination or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws)Bylaws, and and, if such chairman the chair should so declaredetermine, the chair shall so declare to the meeting and any such nomination shall be disregarded or such other matter of business not properly brought before the meeting shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any transacted or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9considered. Unless and to the extent determined by the Board of Directors or the presiding chairmanchair of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The secretary of each annual and special meeting of stockholders shall be the Secretary or, in the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary so appointed to act by the chair of the meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chair of the meeting may appoint any person to act as secretary of the meeting.
Appears in 1 contract
Conduct of Meetings. (a) At every meeting of the stockholders, the presiding chairman of the meeting shall be the Chair or, in the event of his or her absence or disability and if separate, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) or, in the event of his or her absence or disability, such other person as the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall will vote at a meeting of stockholders shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may make adopt by resolution such rules or and regulations for the conduct of meetings the meeting of stockholders as it shall deem necessary, appropriate or convenientappropriate. Subject Except to any the extent inconsistent with such rules and regulationsregulations as adopted by the Board, the chairman person presiding at over any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such presiding person, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the CompanyCorporation, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman presiding person of the meeting or his or her designee may shall determine; (viv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (viv) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meetingparticipants. The presiding chairman may interpret and apply person at any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstancesmeeting of stockholders, in addition to changing the order of business at the meeting or making any other determinations that he or she deems may be appropriate for to the proper conduct of the meeting, shall, if the facts warrant, determine and shall declare to the meeting that a nomination matter or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman presiding person should so declaredetermine, such nomination presiding person shall be disregarded so declare to the meeting and any such matter or such other business not properly brought before the meeting shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any transacted or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9considered. Unless and to the extent determined by the Board of Directors or the person presiding chairmanover the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
Appears in 1 contract
Samples: Merger Agreement (Bowater Inc)
Conduct of Meetings. (a) At every meeting of the stockholders, the presiding chairman of the meeting shall be the Chair or, in the event of his or her absence or disability and if separate, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) or, in the event of his or her absence or disability, such other person as the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen The Board may adopt by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall vote at a meeting of stockholders shall be announced at the meeting. The Board of Directors may make such rules or and regulations for the conduct of meetings any meeting of stockholders as it shall deem necessary, appropriate or convenientappropriate. Subject Except to any the extent inconsistent with such rules and regulationsregulations as adopted by the Board and subject to Section 1.4, the chairman person presiding at over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such presiding person, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (iv) limitations on attendance at or participation in the meeting to stockholders of record of entitled to vote at the Companymeeting, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman presiding person of the meeting or his or her designee may shall determine; (viv) restrictions on entry to the meeting after the time fixed for the commencement thereof; (viv) limitations on the time allotted to questions or comments by participants; (vi) restricting the use of any particular participant or by all participants as a groupaudio/video recording devices and cell phones; and (vii) complying with any state and local laws and regulations for the opening concerning safety and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meetingsecurity. The presiding chairman may interpret and apply person at any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstancesmeeting of stockholders, in addition to changing the order of business at the meeting or making any other determinations that he or she deems may be appropriate for to the proper conduct of the meeting, shall, if the facts warrant, determine and shall declare to the meeting that a nomination matter or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman presiding person should so declaredetermine, such nomination presiding person shall be disregarded so declare to the meeting and any such matter or such other business not properly brought before the meeting shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any transacted or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9considered. Unless and to the extent determined by the Board of Directors or the person presiding chairmanover the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
Appears in 1 contract
Samples: Business Combination Agreement (DPCM Capital, Inc.)
Conduct of Meetings. (a) At every meeting Meetings of stockholders shall be presided over by the Chairman, if any, or in the Chairman’s absence by the Chief Executive Officer, or in the Chief Executive Officer’s absence by the President (if the President shall be a different individual than the Chief Executive Officer), or in the President’s absence by a Vice President, or in the absence of all of the stockholdersforegoing persons by a chairman designated by the Board of Directors, or in the presiding absence of such designation by a chairman chosen by vote of the stockholders at the meeting. The Secretary shall act as secretary of the meeting, but in the Secretary’s absence the chairman of the meeting shall be the Chair or, in the event of his or her absence or disability and if separate, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) or, in the event of his or her absence or disability, such other may appoint any person as the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall to act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall vote at a meeting of stockholders shall be announced at the meeting. The Board of Directors of the Corporation may make adopt by resolution such rules or rules, regulations and procedures for the conduct of meetings any meeting of stockholders of the Corporation as it shall deem necessaryappropriate including, without limitation, such guidelines and procedures as it may deem appropriate or convenientregarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Subject Except to any the extent inconsistent with such rules rules, regulations and regulationsprocedures as adopted by the Board of Directors, the chairman presiding at of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such chairman, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the CompanyCorporation, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman of the meeting or his or her designee may determineshall be determined; (viv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (viv) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meeting. The presiding chairman may interpret and apply any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstances, in addition to changing the order of business at the meeting or making any other determinations that he or she deems appropriate for the proper conduct of the meeting, and shall declare that a nomination or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman should so declare, such nomination shall be disregarded or such other business shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9participants. Unless and to the extent determined by the Board of Directors or the presiding chairmanchairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
(c) The chairman of the meeting shall announce at the meeting when the polls for each matter to be voted upon at the meeting will be opened and closed. If no announcement is made, the polls shall be deemed to have opened when the meeting is convened and closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted.
(d) In advance of any meeting of stockholders, the Board of Directors, the Chairman or the Chief Executive Officer shall appoint one or more inspectors of election to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is present, ready and willing to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law.
Appears in 1 contract
Samples: Purchase and Sale Agreement (International Medical Staffing)
Conduct of Meetings. (a) At every The chair of each annual and special meeting of the stockholders, the presiding chairman of the meeting stockholders shall be the Chair of the Board or, in the event absence (or inability or refusal to act) of his or her absence or disability and if separatethe Chair of the Board, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”if he or she shall be a director) or, in the event absence (or inability or refusal to act) of his the Chief Executive Officer or her if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or, in the absence (or disabilityinability or refusal to act) of the President or if the President is not a director, such other person as shall be appointed by the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of DirectorsBoard. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall will vote at a meeting of stockholders shall be announced at the meeting by the chair of the meeting. The Board of Directors may make adopt such rules or and regulations for the conduct of meetings the meeting of stockholders as it shall deem necessary, appropriate appropriate. Except to the extent inconsistent with these By Laws or convenient. Subject to any such rules and regulationsregulations as adopted by the Board, the chairman presiding at chair of any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such chair, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman chair of the meeting, may include, without limitation, the following: (ia) the establishment of an agenda or order of business for the meeting; (iib) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (ivc) limitations on attendance at or participation in the meeting to stockholders of record of the CompanyCorporation, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman chair of the meeting or his or her designee may shall determine; (vd) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vie) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meeting. The presiding chairman may interpret and apply any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstances, in addition to changing the order of business at the meeting or making any other determinations that he or she deems appropriate for the proper conduct of the meeting, and shall declare that a nomination or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman should so declare, such nomination shall be disregarded or such other business shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9participants. Unless and to the extent determined by the Board of Directors or the presiding chairmanchair of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The secretary of each annual and special meeting of stockholders shall be the Secretary or, in the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary so appointed to act by the chair of the meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chair of the meeting may appoint any person to act as secretary of the meeting.
Appears in 1 contract
Samples: Merger Agreement (Starboard Value Acquisition Corp.)
Conduct of Meetings. (a) At every meeting of the stockholders, the presiding chairman of the meeting shall be the Chair or, in the event of his or her absence or disability and if separate, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) or, in the event of his or her absence or disability, such other person as the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen The Board may adopt by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall vote at a meeting of stockholders shall be announced at the meeting. The Board of Directors may make such rules or and regulations for the conduct of meetings the meeting of stockholders as it shall deem necessary, appropriate or convenientappropriate. Subject Except to any the extent inconsistent with such rules and regulationsregulations as adopted by the Board, the chairman person presiding at over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such presiding person, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman presiding person of the meeting, may include, without limitation, the following: (ia) the establishment of an agenda or order of business for the meeting; (iib) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (ivc) limitations on attendance at or participation in the meeting to stockholders of record of entitled to vote at the Companymeeting, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman presiding person of the meeting or his or her designee may shall determine; (vd) restrictions on entry to the meeting after the time fixed for the commencement thereof; (vie) limitations on the time allotted to questions or comments of any particular participant or by all participants as a groupparticipants; (viif) regulations for restricting the opening use of audio/video recording devices and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meetingcell phones; and (ixg) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meetingcomplying with any state and local laws and regulations concerning safety and security. The presiding chairman may interpret and apply person at any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstancesmeeting of stockholders, in addition to changing the order of business at the meeting or making any other determinations that he or she deems may be appropriate for to the proper conduct of the meeting, shall, if the facts warrant, determine and shall declare to the meeting that a nomination matter or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman presiding person should so declaredetermine, such nomination presiding person shall be disregarded so declare to the meeting and any such matter or such other business not properly brought before the meeting shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any transacted or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9considered. Unless and to the extent determined by the Board of Directors or the person presiding chairmanover the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
Appears in 1 contract
Conduct of Meetings. (a) At every The chair of each annual and special meeting of the stockholders, the presiding chairman of the meeting stockholders shall be the Chair of the Board or, in the event absence (or inability or refusal to act) of his or her absence or disability and if separatethe Chair of the Board, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”if he or she shall be a director) or, in the event absence (or inability or refusal to act of his the Chief Executive Officer or her if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or, in the absence (or disabilityinability or refusal to act) of the President or if the President is not a director, such other person as shall be appointed by the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of DirectorsBoard. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall will vote at a meeting of stockholders shall be announced at the meeting by the chair of the meeting. The Board of Directors may make adopt such rules or and regulations for the conduct of meetings the meeting of stockholders as it shall deem necessary, appropriate appropriate. Except to the extent inconsistent with these Bylaws or convenient. Subject to any such rules and regulationsregulations as adopted by the Board, the chairman presiding at chair of any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such chair, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman chair of the meeting, may include, without limitation, the following: :
(ia) the establishment of an agenda or order of business for the meeting; ;
(iib) the determination of when the polls shall open and close for any given matter to be voted on at the meeting;
(c) rules and procedures for maintaining order at the meeting and the safety of those present; ;
(iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (ivd) limitations on attendance at or participation in the meeting to stockholders of record of the CompanyCorporation, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman chair of the meeting or his or her designee may shall determine; ;
(ve) restrictions on entry to the meeting after the time fixed for the commencement thereof; and
(vif) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meeting. The presiding chairman may interpret and apply any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstances, in addition to changing the order of business at the meeting or making any other determinations that he or she deems appropriate for the proper conduct of the meeting, and shall declare that a nomination or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman should so declare, such nomination shall be disregarded or such other business shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9participants. Unless and to the extent determined by the Board of Directors or the presiding chairmanchair of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The secretary of each annual and special meeting of stockholders shall be the Secretary or, in the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary so appointed to act by the chair of the meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chair of the meeting may appoint any person to act as secretary of the meeting.
Appears in 1 contract
Conduct of Meetings. (a) At every meeting Meetings of stockholders shall be presided over by the Chairman of the stockholdersBoard, if any, or in the presiding Chairman’s absence by the Vice Chairman of the Board, if any, or in the Vice Chairman’s absence by the Chief Executive Officer, or in the Chief Executive Officer’s absence by the President (if the President shall be a different individual than the Chief Executive Officer), or in the President’s absence by a Vice President, or in the absence of all of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen by vote of the stockholders at the meeting. The Secretary shall act as secretary of the meeting, but in the Secretary’s absence the chairman of the meeting shall be the Chair or, in the event of his or her absence or disability and if separate, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) or, in the event of his or her absence or disability, such other may appoint any person as the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall to act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall vote at a meeting of stockholders shall be announced at the meeting. The Board of Directors of the corporation may make adopt by resolution such rules or rules, regulations and procedures for the conduct of meetings any meeting of stockholders of the corporation as it shall deem necessaryappropriate including, without limitation, such guidelines and procedures as it may deem appropriate or convenientregarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Subject Except to any the extent inconsistent with such rules rules, regulations and regulationsprocedures as adopted by the Board of Directors, the chairman presiding at of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such chairman, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the Companycorporation, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman of the meeting or his or her designee may determineshall be determined; (viv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (viv) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meeting. The presiding chairman may interpret and apply any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstances, in addition to changing the order of business at the meeting or making any other determinations that he or she deems appropriate for the proper conduct of the meeting, and shall declare that a nomination or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman should so declare, such nomination shall be disregarded or such other business shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9participants. Unless and to the extent determined by the Board of Directors or the presiding chairmanchairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
(c) The chairman of the meeting shall announce at the meeting when the polls for each matter to be voted upon at the meeting will be opened and closed. If no announcement is made, the polls shall be deemed to have opened when the meeting is convened and closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted.
(d) In advance of any meeting of stockholders, the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President (if the President shall be a different individual than the Chief Executive Officer) shall appoint one or more inspectors or election to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is present, ready and willing to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the corporation. Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and shall take charge of the polls and, when the vote in completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law.
Appears in 1 contract
Samples: Stock Purchase Agreement (Cornerstone Therapeutics Inc)
Conduct of Meetings. (a) At every meeting Unless otherwise provided by the Board of Directors, meetings of stockholders shall be presided over by the Chairman of the stockholdersBoard, if any, or in the presiding chairman Chairman’s absence by the Vice Chairman of the meeting shall be the Chair orBoard, if any, or in the event of his or her Vice Chairman’s absence or disability and if separate, by the Chief Executive Officer of Officer, or in the Corporation (the “Chief Executive Officer”) or’s absence by the President, or in the event of his President’s absence by a Vice President, or her absence or disability, such other person as the Chair shall appoint or, in the event absence of his or her absence or disability, all of the foregoing persons by a chairman chosen designated by resolution of the Board of Directors. The Secretary orshall act as secretary of the meeting, but in the event of his or her Secretary’s absence or disability, any Assistant Secretary or, in the absence of both, an appointee chairman of the presiding chairman, shall meeting may appoint any person to act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall vote at a meeting of stockholders shall be announced at the meeting. The Board of Directors may make adopt by resolution such rules or rules, regulations and procedures for the conduct of meetings any meeting of stockholders of the corporation as it shall deem necessaryappropriate including, without limitation, such guidelines and procedures as it may deem appropriate or convenientregarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Subject Except to any the extent inconsistent with such rules rules, regulations and regulationsprocedures as adopted by the Board of Directors, the chairman presiding at of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting and prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such chairman, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (iv) limitations on attendance at or participation in the meeting to stockholders of record of entitled to vote at the Companymeeting, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as shall be determined by the Board of Directors or the chairman of the meeting or his or her designee may determineany meeting; (viv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (viv) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meeting. The presiding chairman may interpret and apply any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstances, in addition to changing the order of business at the meeting or making any other determinations that he or she deems appropriate for the proper conduct of the meeting, and shall declare that a nomination or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman should so declare, such nomination shall be disregarded or such other business shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9participants. Unless and to the extent determined by the Board of Directors or the presiding chairmanchairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
(c) The chairman of the meeting shall announce at the meeting when the polls for each matter to be voted upon at the meeting will be opened and closed. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted.
(d) In advance of any meeting of stockholders, the corporation shall appoint one or more inspectors of election to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is present, ready and willing to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the corporation. Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law. Every vote taken by ballots shall be counted by a duly appointed inspector or duly appointed inspectors.
Appears in 1 contract
Conduct of Meetings. (a) The Board of Directors of the Corporation may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it deems appropriate. At every meeting of the stockholders, if the presiding Board of Directors has not appointed a chairman of for the meeting shall be meeting, the Chair or, chief executive officer or in the event of his or her absence or disability and if separateinability to act, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) secretary or, in the event of his or her absence or disabilityinability to act, such other the person whom the chief executive officer appoints, shall act as chairman of, and preside at, the Chair shall appoint meeting. The secretary or, in the event of his or her absence or disabilityinability to act, a the person whom the chairman chosen by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee meeting appoints secretary of the presiding chairmanmeeting, shall act as secretary of the meeting.
(b) The date meeting and time of keep the opening and minutes thereof. Except to the closing of the polls for each matter upon which the stockholders shall vote at a meeting of stockholders shall be announced at the meeting. The Board of Directors may make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to any extent inconsistent with such rules and regulationsregulations as adopted by the Board of Directors, the chairman presiding at of any meeting shall have of the stockholders has the right and authority to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such chairman, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (ia) the establishment of an agenda or order of business for the meeting; (iib) the determination of when the polls open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the CompanyCorporation, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman of the meeting or his or her designee may determinedetermines; (ve) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vif) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meeting. The presiding chairman may interpret and apply any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstances, in addition to changing the order of business at the meeting or making any other determinations that he or she deems appropriate for the proper conduct of the meeting, and shall declare that a nomination or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman should so declare, such nomination shall be disregarded or such other business shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9. Unless and to the extent determined by the Board of Directors or the presiding chairman, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedureparticipants.
Appears in 1 contract
Samples: Transaction Agreement (Advanced Emissions Solutions, Inc.)
Conduct of Meetings. (a) At every The chairman of each annual and special meeting of the stockholders, the presiding chairman of the meeting stockholders shall be the Chair Chairman of the Board or, in the event absence (or inability or refusal to act) of his or her absence or disability and if separatethe Chairman of the Board, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”if he or she shall be a director) or, in the event absence (or inability or refusal to act) of his the Chief Executive Officer or her if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or, in the absence (or disabilityinability or refusal to act) of the President or if the President is not a director, such other person as the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall vote at a meeting of stockholders shall be announced at appointed by the meetingBoard. The Board of Directors may make adopt such rules or and regulations for the conduct of meetings the meeting of stockholders as it shall deem necessary, appropriate appropriate. Except to the extent inconsistent with these By Laws or convenient. Subject to any such rules and regulationsregulations as adopted by the Board, the chairman presiding at of any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such chairman, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (ia) the establishment of an agenda or order of business for the meeting; (iib) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (ivc) limitations on attendance at or participation in the meeting to stockholders of record of the CompanyCorporation, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman of the meeting or his or her designee may shall determine; (vd) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vie) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meeting. The presiding chairman may interpret and apply any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstances, in addition to changing the order of business at the meeting or making any other determinations that he or she deems appropriate for the proper conduct of the meeting, and shall declare that a nomination or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman should so declare, such nomination shall be disregarded or such other business shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9participants. Unless and to the extent determined by the Board of Directors or the presiding chairmanchairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The secretary of each annual and special meeting of stockholders shall be the Secretary or, in the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary so appointed to act by the chairman of the meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.
Appears in 1 contract
Samples: Stock Purchase Agreement (Boulevard Acquisition Corp.)
Conduct of Meetings. (a) At every The chairman of each annual and special meeting of the stockholders, the presiding chairman of the meeting stockholders shall be the Chair Chairman of the Board or, in the event absence (or inability or refusal to act) of his or her absence or disability and if separatethe Chairman of the Board, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”if he or she shall be a director) or, in the event absence (or inability or refusal to act) of his the Chief Executive Officer or her if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or, in the absence (or disabilityinability or refusal to act) of the President or if the President is not a director, such other person as the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall vote at a meeting of stockholders shall be announced at appointed by the meetingBoard. The Board of Directors may make adopt such rules or and regulations for the conduct of meetings the meeting of stockholders as it shall deem necessary, appropriate appropriate. Except to the extent inconsistent with these Bylaws or convenient. Subject to any such rules and regulationsregulations as adopted by the Board, the chairman presiding at of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such chairman, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (ia) the establishment of an agenda or order of business for the meeting; (iib) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (ivc) limitations on attendance at or participation in the meeting to stockholders of record of the CompanyCorporation, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman of the meeting or his or her designee may shall determine; (vd) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vie) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meeting. The presiding chairman may interpret and apply any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstances, in addition to changing the order of business at the meeting or making any other determinations that he or she deems appropriate for the proper conduct of the meeting, and shall declare that a nomination or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman should so declare, such nomination shall be disregarded or such other business shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9participants. Unless and to the extent determined by the Board of Directors or the presiding chairmanchairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The secretary of each annual and special meeting of stockholders shall be the Secretary or, in the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary so appointed to act by the chairman of the meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.
Appears in 1 contract
Conduct of Meetings. (a) At every The chair of each annual and special meeting of the stockholders, the presiding chairman of the meeting stockholders shall be the Chair of the Board or, in the event absence (or inability or refusal to act) of his or her absence or disability and if separatethe Chair of the Board, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”if he or she shall be a director) or, in the event absence (or inability or refusal to act) of his the Chief Executive Officer or her if the Chief Executive Officer is not a director, the President (if he or she shall be a director) or, in the absence (or disabilityinability or refusal to act) of the President or if the President is not a director, such other person as shall be appointed by the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of DirectorsBoard. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall will vote at a meeting of stockholders shall be announced at the meeting by the chair of the meeting. The Board of Directors may make adopt such rules or and regulations for the conduct of meetings the meeting of stockholders as it shall deem necessary, appropriate appropriate. Except to the extent inconsistent with these Bylaws or convenient. Subject to any such rules and regulationsregulations as adopted by the Board, the chairman presiding at chair of any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such chair, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman chair of the meeting, may include, without limitation, the following: (ia) the establishment of an agenda or order of business for the meeting; (iib) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (ivc) limitations on attendance at or participation in the meeting to stockholders of record of the CompanyCorporation, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman chair of the meeting or his or her designee may shall determine; (vd) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vie) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meetingparticipants. The presiding chairman may interpret and apply any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstanceschair of a stockholder meeting shall, in addition to changing a manner consistent with applicable law and such rules and regulations as adopted by the order Board, determine whether a matter of business at the meeting or making any other determinations that he or she deems appropriate for the proper conduct of the meeting, and shall declare that a nomination or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws)Bylaws, and and, if such chairman the chair should so declaredetermine, the chair shall so declare to the meeting and any such nomination shall be disregarded or such other matter of business not properly brought before the meeting shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any transacted or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9considered. Unless and to the extent determined by the Board of Directors or the presiding chairmanchair of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The secretary of each annual and special meeting of stockholders shall be the Secretary or, in the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary so appointed to act by the chair of the meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chair of the meeting may appoint any person to act as secretary of the meeting.
Appears in 1 contract
Samples: Cooperation Agreement (Coliseum Capital Management, LLC)
Conduct of Meetings. (a) At every The Chief Executive Officer shall preside at all meetings of the stockholders. In the absence of the Chief Executive Officer, the Chairman of the Board shall preside at a meeting of the stockholders, . In the presiding chairman absence of the meeting shall be the Chair or, in the event of his or her absence or disability and if separate, the Chief Executive Officer or the Chairman of the Corporation (Board, the “President shall preside at a meeting of the stockholders. In the absence of each of the Chief Executive Officer”) or, in the event of his or her absence or disability, such other person as the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution Chairman of the Board and the President, the Secretary shall preside at a meeting of Directorsthe stockholders. The Secretary or, in In the event of his or her absence or disability, any Assistant Secretary or, in the anticipated absence of bothall officers designated to preside over the meetings of stockholders, the Board of Directors may designate an appointee individual to preside over a meeting of the presiding chairman, shall act as secretary of the meetingstockholders.
(b) The chairman of the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders shall will vote at a meeting of stockholders shall be announced at the meeting. .
(c) The Board of Directors may make may, to the extent not prohibited by law, adopt by resolution such rules or and regulations for the conduct of meetings the meeting of stockholders as it shall deem necessary, appropriate or convenientappropriate. Subject Except to any the extent inconsistent with such rules and regulationsregulations as adopted by the Board of Directors, the chairman presiding at of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such chairman, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may to the extent not prohibited by law include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the CompanyCorporation, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman of the meeting or his or her designee may shall determine; (viv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (viv) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rulesparticipants. Unless, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meeting. The presiding chairman may interpret and apply any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstances, in addition to changing the order of business at the meeting or making any other determinations that he or she deems appropriate for the proper conduct of the meeting, and shall declare that a nomination or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman should so declare, such nomination shall be disregarded or such other business shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9. Unless and to the extent extent, determined by the Board of Directors or the presiding chairmanchairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
Appears in 1 contract
Samples: Merger Agreement (10X Capital Venture Acquisition Corp. III)
Conduct of Meetings. (aA) At every meeting Meetings of stockholders shall be presided over by the Chair of the stockholdersBoard, if any, or in the presiding chairman Chair’s absence by the Vice Chair of the meeting shall be the Chair orBoard, if any, or in the event of his or her Vice Chair’s absence or disability and if separate, by the Chief Executive Officer of Officer, or in the Corporation (the “Chief Executive Officer”) or’s absence, by the President, or in the event of his President’s absence by a Vice President, or her absence or disability, such other person as the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee all of the presiding chairmanforegoing persons by a chair designated by the Board. The Secretary shall act as secretary of the meeting, shall but in the Secretary’s absence the chair of the meeting may appoint any person to act as secretary of the meeting.
(bB) The date Board may adopt by resolution such rules, regulations and time of the opening and the closing of the polls for each matter upon which the stockholders shall vote at a meeting of stockholders shall be announced at the meeting. The Board of Directors may make such rules or regulations procedures for the conduct of meetings any meeting of stockholders of the Corporation as it shall deem necessaryappropriate including, without limitation, such guidelines and procedures as it may deem appropriate or convenientregarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Subject Except to any the extent inconsistent with such rules rules, regulations and regulationsprocedures as adopted by the Board, the chairman presiding at chair of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such chair, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman chair of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the CompanyCorporation, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman of the meeting or his or her designee may determineshall be determined; (viv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (viv) limitations on the time allotted to questions or comments by participants. The chair of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meeting. The presiding chairman may interpret and apply any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstances, in addition to changing the order of business at the meeting or making any other determinations that he or she deems may be appropriate for to the proper conduct of the meeting, shall, if the facts warrant, determine and shall declare to the meeting that a nomination matter or other business was not properly brought before the meeting and if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman chair should so declaredetermine, the chair shall so declare to the meeting and any such nomination shall be disregarded matter or such other business not properly brought before the meeting shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any transacted or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9considered. Unless and to the extent determined by the Board of Directors or the presiding chairmanchair of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
(C) The chair of the meeting shall announce at the meeting when the polls for each matter to be voted upon at the meeting will be opened and closed. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted.
(D) In advance of any meeting of stockholders, the Board, the Chair of the Board, the Chief Executive Officer or the President shall appoint one or more inspectors of election to act at the meeting or any adjournment thereof and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is present, ready and willing to act at a meeting of stockholders, the chair of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation. No person who is a candidate for an office at an election may serve as an inspector at such election. Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law. Every vote taken by ballots shall be counted by a duly appointed inspector or duly appointed inspectors.
Appears in 1 contract
Samples: Investment and Transaction Agreement (Id Systems Inc)
Conduct of Meetings. (a) At every meeting of the stockholders, the presiding chairman of the meeting shall be the Chair or, in the event of his or her absence or disability and if separate, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) or, in the event of his or her absence or disability, such other person as the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall will vote at a meeting of stockholders shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may make adopt by resolution such rules or and regulations for the conduct of meetings the meeting of stockholders as it shall deem necessary, appropriate or convenientappropriate. Subject Except to any the extent inconsistent with such rules and regulationsregulations as adopted by the Board, the chairman person presiding at over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such presiding person, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (iv) limitations on attendance at or participation in the meeting to stockholders of record of entitled to vote at the Companymeeting, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman presiding person of the meeting or his or her designee may shall determine; (viv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (viv) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meetingparticipants. The presiding chairman may interpret and apply person at any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstancesmeeting of stockholders, in addition to changing the order of business at the meeting or making any other determinations that he or she deems may be appropriate for to the proper conduct of the meeting, shall, if the facts warrant, determine and shall declare to the meeting that a nomination matter or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman presiding person should so declaredetermine, such nomination presiding person shall be disregarded so declare to the meeting and any such matter or such other business not properly brought before the meeting shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any transacted or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9considered. Unless and to the extent determined by the Board of Directors or the person presiding chairmanover the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
Appears in 1 contract
Samples: Investment and Transaction Agreement (Id Systems Inc)
Conduct of Meetings. (a) At every The chairman of each annual and special meeting of the stockholders, the presiding chairman of the meeting stockholders shall be the Chair or, in the event of his President (if he or her absence or disability and if separate, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”she shall be a director) or, in the event absence (or inability or refusal to act) of his the President or her absence or disabilityif the President is not a director, such other person as shall be appointed by the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of DirectorsBoard. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall will vote at a meeting of stockholders shall be announced at the meeting by the chairman of the meeting. The Board of Directors may make adopt such rules or and regulations for the conduct of meetings the meeting of stockholders as it shall deem necessary, appropriate appropriate. Except to the extent inconsistent with these Bylaws or convenient. Subject to any such rules and regulationsregulations as adopted by the Board, the chairman presiding at of any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such chairman, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (ia) the establishment of an agenda or order of business for the meeting; (iib) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (ivc) limitations on attendance at or participation in the meeting to stockholders of record of the CompanyCorporation, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman of the meeting or his or her designee may shall determine; (vd) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vie) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility participants. The chairman of the meeting. The presiding chairman may interpret and apply any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstances, in addition to changing the order of business at the meeting or making any other determinations that he may be appropriate to the conduct of the meeting (including, without limitation, determinations with respect to the administration and/or interpretation of any of the rules, regulations or she deems appropriate for the proper conduct procedures of the meeting, whether adopted by the Board or prescribed by the chairman of the meeting), shall, if the facts warrant, determine and shall declare to the meeting that a nomination or other matter of business was not properly brought before the meeting and if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as chairman of the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman meeting should so declare, such nomination shall be disregarded or such other business shall not be transacted. Subject to any rules and regulations adopted by the Board of Directorsdetermine, the chairman of the meeting may convene and, for shall so declare to the meeting and any such matter or no reason, from time to time, adjourn and/or recess any business not properly brought before the meeting of stockholders pursuant to Section 2.9shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the presiding chairmanchairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The secretary of each annual and special meeting of stockholders shall be the Secretary or, in the absence (or inability or refusal to act) of the Secretary, an Assistant Secretary so appointed to act by the chairman of the meeting. In the absence (or inability or refusal to act) of the Secretary and all Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting.
Appears in 1 contract
Samples: Business Combination Agreement (GX Acquisition Corp. II)
Conduct of Meetings. (a) At every meeting of the stockholders, the presiding chairman of the meeting shall be the Chair or, in the event of his or her absence or disability and if separate, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) or, in the event of his or her absence or disability, such other person as the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen The Board may adopt by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall vote at a meeting of stockholders shall be announced at the meeting. The Board of Directors may make such rules or and regulations for the conduct of meetings the meeting of stockholders as it shall deem necessary, appropriate or convenientappropriate. Subject Except to any the extent inconsistent with such rules and regulationsregulations as adopted by the Board, the chairman person presiding at over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such presiding person, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman presiding person of the meeting, may include, without limitation, the following: (ia) the establishment of an agenda or order of business for the meeting; , (iib) rules and procedures for maintaining order at the meeting and the safety of those present; , (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (ivc) limitations on attendance at or participation in the meeting to stockholders of record of entitled to vote at the Companymeeting, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman presiding person of the meeting or his or her designee may shall determine; , (vd) restrictions on entry to the meeting after the time fixed for the commencement thereof; , (vie) limitations on the time allotted to questions or comments by participants, (f) restricting the use of any particular participant or by all participants as a group; (vii) regulations for the opening audio/video recording devices and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; cell phones, and (ixg) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meetingcomplying with any state and local laws and regulations concerning safety and security. The presiding chairman may interpret and apply person at any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstancesmeeting of stockholders, in addition to changing the order of business at the meeting or making any other determinations that he or she deems may be appropriate for to the proper conduct of the meeting, shall, if the facts warrant, determine and shall declare to the meeting that a nomination matter or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman presiding person should so declaredetermine, such nomination presiding person shall be disregarded so declare to the meeting and any such matter or such other business not properly brought before the meeting shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any transacted or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9considered. Unless and to the extent determined by the Board of Directors or the presiding chairmanperson residing over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
Appears in 1 contract
Samples: Business Combination Agreement (Phoenix Biotech Acquisition Corp.)
Conduct of Meetings. (a) The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of the stockholders, the presiding chairman, or in his or her absence or inability to act or if there be none, the president, or, in his or her absence or inability to act, such other officer of the Corporation or such stockholder as may be appointed by the Board of Directors, shall act as chairman of, and preside at, the meeting. The secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall be the Chair or, in the event of his or her absence or disability and if separate, the Chief Executive Officer appoint secretary of the Corporation (the “Chief Executive Officer”) or, in the event of his or her absence or disability, such other person as the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairmanmeeting, shall act as secretary of the meeting.
(b) The date meeting and time of keep the opening and minutes thereof. Except to the closing of the polls for each matter upon which the stockholders shall vote at a meeting of stockholders shall be announced at the meeting. The Board of Directors may make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to any extent inconsistent with such rules and regulationsregulations as adopted by the Board of Directors, the chairman presiding at of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such chairman, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (ia) the establishment of an agenda or order of business for the meeting; (iib) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (ivd) limitations on attendance at at, or participation in in, the meeting to stockholders of record of the CompanyCorporation, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman of the meeting or his or her designee may shall determine; (ve) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vif) limitations on the time xxx allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meetingparticipants. The presiding chairman may interpret and apply any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstances, in addition to changing the order of business at the meeting or making any other determinations that he or she deems appropriate for the proper conduct of the meeting, and shall declare that a nomination or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman should so declare, such nomination shall be disregarded or such other business shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9. Unless and to the extent determined by the Board of Directors or the presiding chairman, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
Appears in 1 contract
Conduct of Meetings. (a) At every meeting of the stockholders, the presiding chairman of the meeting shall be the Chair or, in the event of his or her absence or disability and if separate, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) or, in the event of his or her absence or disability, such other person as the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall will vote at a meeting of stockholders shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may make adopt by resolution such rules or and regulations for the conduct of meetings the meeting of stockholders as it shall deem necessary, appropriate or convenientappropriate. Subject Except to any the extent inconsistent with such rules and regulationsregulations as adopted by the Board of Directors, the chairman person presiding at over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to adjourn the meeting, to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such presiding person, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (iv) limitations on attendance at or participation in the meeting to stockholders of record of entitled to vote at the Companymeeting, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman presiding person of the meeting or his or her designee may shall determine; (viv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (viv) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meetingparticipants. The presiding chairman may interpret and apply person at any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstancesmeeting of stockholders, in addition to changing the order of business at the meeting or making any other determinations that he or she deems may be appropriate for to the proper conduct of the meeting, shall, if the facts warrant, determine and shall declare to the meeting that a nomination matter or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman presiding person should so declaredetermine, such nomination presiding person shall be disregarded so declare to the meeting and any such matter or such other business not properly brought before the meeting shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any transacted or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9considered. Unless and to the extent determined by the Board of Directors or the person presiding chairmanover the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
Appears in 1 contract
Conduct of Meetings. (a) At every meeting of the stockholders, the presiding chairman of the meeting shall be the Chair or, in the event of his or her absence or disability and if separate, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) or, in the event of his or her absence or disability, such other person as the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall will vote at a meeting of stockholders shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may make adopt by resolution such rules or and regulations for the conduct of meetings the meeting of stockholders as it shall deem necessary, appropriate or convenientappropriate. Subject Except to any the extent inconsistent with such rules and regulationsregulations as adopted by the Board of Directors, the chairman person presiding at over any meeting of stockholders shall have the right and authority to convene, to recess and to adjourn the meeting, to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such presiding person, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the Company, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman presiding person of the meeting or his or her designee may shall determine; (viv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (viv) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meetingparticipants. The presiding chairman may interpret and apply person at any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstancesmeeting of stockholders, in addition to changing the order of business at the meeting or making any other determinations that he or she deems may be appropriate for to the proper conduct of the meeting, shall, if the facts warrant, determine and shall declare to the meeting that a nomination matter or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman presiding person should so declaredetermine, such nomination presiding person shall be disregarded so declare to the meeting and any such matter or such other business not properly brought before the meeting shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any transacted or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9considered. Unless and to the extent determined by the Board of Directors or the person presiding chairmanover the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
Appears in 1 contract
Conduct of Meetings. (a) At every meeting of the stockholders, the presiding chairman of the meeting shall be the Chair or, in the event of his or her absence or disability and if separate, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) or, in the event of his or her absence or disability, such other person as the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall shareholders will vote at a meeting of stockholders shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may make adopt by resolution such rules or and regulations for the conduct of meetings the meeting of stockholders shareholders as it shall deem necessary, appropriate or convenientappropriate. Subject Except to any the extent inconsistent with such rules and regulationsregulations as adopted by the Board of Directors, the chairman person presiding at over any meeting of shareholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such chairman, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman presiding officer of the meeting, may include, without limitation, the following: (i1) the establishment of an agenda or order of business for the meeting; (ii2) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (iv3) limitations on attendance at or participation in the meeting to stockholders shareholders of record of the CompanyCorporation, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman of the meeting or his or her designee may shall determine; (v4) restrictions on entry to the meeting after the time fixed for the commencement thereof; thereof and (vi5) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meetingparticipants. The presiding chairman may interpret and apply officer at any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstancesmeeting of shareholders, in addition to changing the order of business at the meeting or making any other determinations that he or she deems may be appropriate for to the proper conduct of the meeting, shall, if the facts warrant, determine and shall declare to the meeting that a nomination matter or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman presiding officer should so declaredetermine, such nomination person shall be disregarded so declare to the meeting, and any such matter or such other business not properly brought before the meeting shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any transacted or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9considered. Unless and to the extent determined by the Board of Directors or the person presiding chairmanover the meeting, meetings of stockholders shareholders shall not be required to be held in accordance with the rules of parliamentary procedure.
Appears in 1 contract
Conduct of Meetings. (a) At every meeting of the stockholders, the presiding chairman of the meeting shall be the Chair or, in the event of his or her absence or disability and if separate, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) or, in the event of his or her absence or disability, such other person as the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall Stockholders will vote at a meeting of stockholders the Stockholders shall be announced at the meetingmeeting by the person presiding over the meeting designated in accordance with Section 2.07. After the polls close, no ballots, proxies or votes or any revocations or changes may be accepted. The Board of Directors may make adopt by resolution such rules or and regulations for the conduct of meetings the meeting of stockholders Stockholders as it shall deem necessary, appropriate or convenientdeems appropriate. Subject Except to the extent inconsistent with any such rules and regulationsregulations adopted by the Board of Directors, the chairman person presiding at over any meeting of Stockholders shall have the right and authority to: (i) convene and (for any or no reason) to recess and/or adjourn the meeting; and (ii) prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such presiding person, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (iv) limitations on attendance at or participation in the meeting to stockholders of record of Stockholders entitled to vote at the Companymeeting, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman presiding person of the meeting or his or her designee may shall determine; (viv) restrictions on entry to the meeting after the time fixed for the commencement thereofof the meeting; and (viv) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meetingparticipants. The presiding chairman may interpret and apply any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstances, in In addition to changing the order of business at the meeting or making any other determinations that he or she deems may be appropriate for to the proper conduct of the meeting, and shall declare the presiding person at any meeting of Stockholders, shall, if the facts warrant, determine that a nomination matter or other business was not properly brought before the meeting. In the event of any such determination, the presiding person shall announce their determination to the meeting if and any such matter or business not properly brought before the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman should so declare, such nomination shall be disregarded or such other business meeting shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any transacted or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9considered. Unless and to the extent determined by the Board of Directors or the person presiding chairmanover the applicable meeting of Stockholders, meetings of stockholders Stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
Appears in 1 contract
Samples: Business Combination Agreement (Learn CW Investment Corp)
Conduct of Meetings. (a) At every meeting of the stockholders, the presiding chairman of the meeting shall be the Chair or, in the event of his or her absence or disability and if separate, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) or, in the event of his or her absence or disability, such other person as the Chair shall appoint or, in the event of his or her absence or disability, a chairman chosen by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter election, question or business upon which the stockholders shall will vote at a meeting of stockholders shall be announced at the meeting by the chairperson of such meeting. The Board of Directors may make adopt (by resolution or resolutions) such rules or and regulations for the conduct of meetings the meeting of stockholders as it shall deem necessary, appropriate or convenientappropriate. Subject Except to any the extent inconsistent with such rules and regulationsregulations as adopted by the Board of Directors, the chairman presiding at chairperson of any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such individual, are appropriate for the proper conduct of such meetingthe meeting of stockholders. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman chairperson of the meetingmeeting of stockholders, may include, without limitation, the following: (ia) the establishment of an agenda or order of business for the meetingmeeting of stockholders; (iib) rules and procedures for maintaining order at the meeting of stockholders and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (ivc) limitations on attendance at or participation in the meeting of stockholders to stockholders of record of the CompanyCorporation, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman chairperson of the meeting or his or her designee may of stockholders shall determine; (vd) restrictions on entry to the meeting of stockholders after the time fixed for the commencement thereof; and (vie) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meetingparticipants. The presiding chairman may interpret and apply any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstancesBoard of Directors or, in addition to changing the order of business at the meeting or making any other determinations that he or she deems may be appropriate for to the proper conduct of the meetingmeeting of stockholders, the chairperson of the meeting of stockholders, in each case, shall have the power and shall declare that a nomination duty to determine whether any election, question or other business was or was not properly made, proposed or brought before the meeting of stockholders and therefore shall be disregarded and not be considered or transacted at such meeting, and, if the facts warrant (including if a determination is made that a nomination Board of Directors or other business was not made or proposedthe chairperson of such meeting, as the case may be, in accordance with Section 2.12 of these By-laws)determines that such election, question or business was not properly made, proposed or brought before such meeting and if such chairman should so declare, such nomination shall be disregarded and not be considered or transacted at such other meeting, the chairperson of the meeting shall declare to such meeting that such election, question or business was not properly made, proposed or brought before such meeting and shall be disregarded and not be considered or transacted at such meeting, and any such election, question or business shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any considered or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9transacted at such meeting. Unless and to the extent determined by the Board of Directors or the presiding chairmanchairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
Appears in 1 contract
Samples: Business Combination Agreement (Aurora Technology Acquisition Corp.)
Conduct of Meetings. (a) At every Every meeting of shareholders shall be presided over by the stockholders, the presiding chairman of the meeting shall be the Chair orboard, in the event of his or her absence or disability and if separateby the president, the Chief Executive Officer of the Corporation (the “Chief Executive Officer”) in their absence by a vice president or, in the event of his or her absence or disabilityif none be present, such other person as the Chair shall appoint or, in the event of his or her absence or disability, by a chairman chosen appointed by resolution of the Board of Directors. The Secretary or, in the event of his or her absence or disability, any Assistant Secretary or, in the absence of both, an appointee of the presiding chairman, shall act as secretary of the meeting.
(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall vote at a meeting of stockholders shall be announced shareholders present at the meeting. The Board minutes of Directors such meeting shall be recorded by the secretary or an assistant secretary but, if neither be present, by a secretary appointed for that purpose by the chairman of the meeting. The board of directors may make adopt by resolution such rules or and regulations for the conduct of meetings of stockholders shareholders as it shall deem necessary, appropriate or convenientappropriate. Subject Except to any the extent inconsistent with such rules and regulationsregulations as adopted by the board of directors, the chairman presiding at of any meeting of shareholders shall have the exclusive right and authority to prescribe such rules, regulations and procedures for such meeting and to take do all such actions as acts as, in the judgment of the chairman such chairman, are appropriate for the proper conduct of such the meeting. Such rules, regulations or procedures, whether adopted by the Board board of Directors directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (ia) the establishment of an agenda or order of business for the meeting; (iib) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) rules and procedures relating to the casting of ballots or the tabulation of voting at the meeting; (ivc) limitations on attendance at or participation in the meeting to stockholders shareholders of record of the Companycompany, their duly authorized and constituted proxies, qualified representatives (including who qualifies as such) proxies or such other persons as the chairman of the meeting or his or her designee may shall determine; (vd) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vie) limitations on the time allotted to questions or comments of any particular participant or by all participants as a group; (vii) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); (viii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (ix) other similar rules, procedures, limitations or restrictions designed to enhance the efficiency, productivity or civility of the meeting. The presiding chairman may interpret and apply any such rules, regulations, procedures, limitations or restrictions as he or she sees fit under the circumstances, in addition to changing the order of business at the meeting or making any other determinations that he or she deems appropriate for the proper conduct of the meeting, and shall declare that a nomination or other business was not properly brought before the meeting if the facts warrant (including if a determination is made that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.12 of these By-laws), and if such chairman should so declare, such nomination shall be disregarded or such other business shall not be transacted. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.9participants. Unless and to the extent determined by the Board board of Directors directors or the presiding chairmanchairman of the meeting, meetings of stockholders shareholders shall not be required to be held in accordance with the rules of parliamentary procedure.
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