Extraordinary Meeting Sample Clauses

Extraordinary Meeting. Extraordinary meetings of the Members shall be held upon the request of the Chairman, the TPG Director or any two Directors (or as otherwise required pursuant to the provisions of the Statute) upon at least fourteen (14) days written notice (containing the agenda, date, time and place of the meeting) to all Members and shall be held at such time and place designated in such notice, with attendance in person or by telephone or by proxy or corporate representative; provided, however, that, subject to applicable law, such fourteen (14) day notice requirement may be waived by Members having an aggregate Shareholding Percentage of not less than ninety percent (90%) in a particular case. Any notice period referred to above shall exclude both the day on which the notice is served or deemed to be served and the day for which the notice is given.
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Extraordinary Meeting. In case of exceptional circumstances, in connection with the functions defined in article 2, .significantly affecting the general operation or structure of the Group, a meeting of the liaison Office shall be convened within 8 days following the meeting of the Executive Management Committee. All relevant information relating to the situation shall be provided to the liaison Office by the Management of the Group. After consideration of the situation with the Liaison Office, and as may be required in the light of the circumstances then prevailing, a further extraordinary meeting of the Committee may be convened during the same year, either at the Liaison Office’s request, or at the request of a majority of the members, who address themselves directly to Management, or at the Management’s request. Such meeting may not take place prior to the commencement of consultations on a national level and may not have any bearing on such consultations. It may not constitute a precondition to the issuance of notices provided for under national procedures.
Extraordinary Meeting. Acquiror shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, establish a record date for, duly call and give notice of, and convene and hold an extraordinary general meeting of Acquiror’s shareholders (the “Extraordinary Meeting”), for the purpose of obtaining the approval of the Acquiror Shareholder Matters. Acquiror shall use its reasonable best efforts to obtain the approval of the Acquiror Shareholder Matters at the Extraordinary Meeting, including by soliciting proxies as promptly as practicable in accordance with Applicable Legal Requirements for the purpose of seeking the approval of the Acquiror Shareholder Matters. Acquiror shall include the Acquiror Recommendation in the Form S-4. Subject to the proviso in the following sentence, the board of directors of Acquiror shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Acquiror Recommendation (a “Change in Recommendation”); provided, that, prior to obtaining the Acquiror Shareholder Approval, the board of directors may make a Change in Recommendation in response to an Intervening Event if it determines in good faith, after consultation with its outside legal counsel and financial advisors, that a failure to make a Change in Recommendation in response to such Intervening Event would reasonably be expected to constitute a breach by the board of directors of its fiduciary obligations under Applicable Legal Requirement; provided, further, that the board of directors of Acquiror may not make such Change in Recommendation unless (i) Acquiror provides the Company with written information describing such Intervening Event in reasonable detail as soon as reasonably practicable after becoming aware of it, (ii) Acquiror keeps the Company reasonably informed of developments with respect to such Intervening Event; (iii) Acquiror notifies the Company at least four (4) Business Days prior to making a Change in Recommendation of its intention to do so and specifies the reasons therefor; and (iv) if the Company makes a proposal during such four (4) Business Day period to adjust the terms and conditions of this Agreement, the board of directors of Acquiror, after taking into consideration the adjusted terms and conditions of this Agreement as proposed by the Company, continues to determine in good faith (after consultation with its outside legal co...
Extraordinary Meeting. Prior to the Closing Date, unless the Subscriber and Issuer agree otherwise, Issuer shall take all corporate actions necessary or appropriate to convene and hold an extraordinary meeting of shareholders of Issuer to approve the measures set forth in below (the "SHAREHOLDERS MEETING"). At the Shareholders Meeting, Issuer shall use its best efforts to obtain the approval by the shareholders of Issuer of the following measures: (i) the issuance of the New Shares to Subscriber at the Share Price; and (ii) the issuance of the Convertible Bonds to DCJH under the terms set forth in Section 1.1 and Schedule 1.1 including the conversion price per share being four hundred fifty Yen ((Y)450) per share.
Extraordinary Meeting. The General Partner will call a meeting of Limited Partners holding Investor Units and Class B Units upon receipt of a written request from Limited Partners holding not less than 60% of the issued and outstanding Investor Units, or not less than 60% of the issued and outstanding Class B Units. If the General Partner fails to call such a meeting within twenty-one (21) days after receipt of any such request, any Limited Partner holding Investor Units or Class B Units may call such meeting in accordance with the terms hereof.
Extraordinary Meeting. AND for the purpose of agreeing and determining upon the expenses to be from time to time incurred in keeping the said roads promenade sea wall lodge and sewers in repair and for lighting the said roads with gas and also for making and determining upon the rules and regulations to be observed for the better more convenient and more advantageous enjoyment of the said several plots of land and the dwellinghouses erected and to be erected thereon and for securing all other objects of these presents it is hereby agreed and declared between and by the said persons parties to these presents as follows (that is to say) THAT there shall be one general meeting of the proprietors for the time being of the said plots of land and dwellinghouses in every year to be held on the first Monday in July at the Clarendon Rooms in South Xxxx Street in Liverpool or at such other place in Liverpool or Aigburth as may from time to time be agreed upon at any Meeting or otherwise. And an Extraordinary Meeting may also be held at any time when and so often as the Trustees for the time being of the said roads or the proprietors for the time being of twenty or more of the said plots of land shall convene the same THAT of every Meeting General or Extraordinary seven clear days notice in writing specifying the time and place of Meeting and as to every extraordinary meeting specifying also the business for which the same is convened shall be sent by post or otherwise to the Proprietors of the said several plots of land THAT the presence of ten or more persons being proprietors of twenty
Extraordinary Meeting. 22.1. All General Meetings other than Annual Meetings shall be called “Extraordinary Meetings.” 22.2. The Board may, whenever it deems fit, convene an Extraordinary Meeting, and shall be obligated to do so upon receipt of a requisition in writing in accordance with Section 63 of the Law. 22.3. Shareholders of the Company shall not be authorized to convene an Extraordinary Meeting except as provided in Section 64 of the Law.
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Related to Extraordinary Meeting

  • Final Meeting The goal of this subtask is to complete the closeout of this Agreement. • Meet with Energy Commission staff to present project findings, conclusions, and recommendations. The final meeting must be completed during the closeout of this Agreement. This meeting will be attended by the Recipient and CAM, at a minimum. The meeting may occur in person or by electronic conferencing (e.g., WebEx), with approval of the CAM. The technical and administrative aspects of Agreement closeout will be discussed at the meeting, which may be divided into two separate meetings at the CAM’s discretion. o The technical portion of the meeting will involve the presentation of findings, conclusions, and recommended next steps (if any) for the Agreement. The CAM will determine the appropriate meeting participants. o The administrative portion of the meeting will involve a discussion with the CAM and the CAO of the following Agreement closeout items:  Disposition of any state-owned equipment.  Need to file a Uniform Commercial Code Financing Statement (Form UCC-1) regarding the Energy Commission’s interest in patented technology.  The Energy Commission’s request for specific “generated” data (not already provided in Agreement products).  Need to document the Recipient’s disclosure of “subject inventions” developed under the Agreement.  “Surviving” Agreement provisions such as repayment provisions and confidential products.  Final invoicing and release of retention. • Prepare a Final Meeting Agreement Summary that documents any agreement made between the Recipient and Commission staff during the meeting.

  • Special Meeting Special meetings of the stockholders may be called only by such persons and only in such manner as set forth in the Certificate of Incorporation. No business may be transacted at any special meeting of stockholders other than the business specified in the notice of such meeting. The Board may postpone, reschedule or cancel any previously scheduled special meeting of stockholders.

  • Lender Meeting Company will, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting of Administrative Agent and Lenders once during each Fiscal Year to be held at Company’s principal offices (or at such other location as may be agreed to by Company and Administrative Agent) at such time as may be agreed to by Company and Administrative Agent.

  • Initial Meeting (a) The parties must meet within 10 Business Days after the date of delivery of the dispute notice and attempt to resolve the dispute. (b) Each party must use its best endeavors to resolve the dispute and act in good faith.

  • Pre-Disciplinary Meeting The College will schedule a pre-disciplinary meeting to permit the faculty member to respond to a notice of intent to discipline. At the beginning of any pre-disciplinary meeting, the College will describe its proposed discipline and the general reasons for issuing the proposed discipline.

  • TAC Meetings The goal of this subtask is for the TAC to provide strategic guidance for the project by participating in regular meetings, which may be held via teleconference. • Discuss the TAC meeting schedule with the CAM at the Kick-off meeting. Determine the number and location of meetings (in-person and via teleconference) in consultation with the CAM. • Prepare a TAC Meeting Schedule that will be presented to the TAC members during recruiting. Revise the schedule after the first TAC meeting to incorporate meeting comments. • Prepare a TAC Meeting Agenda and TAC Meeting Back-up Materials for each TAC meeting. • Organize and lead TAC meetings in accordance with the TAC Meeting Schedule. Changes to the schedule must be pre-approved in writing by the CAM. • Prepare TAC Meeting Summaries that include any recommended resolutions of major TAC issues. • Help set the project team's goals and contribute to the development and evaluation of its statement of proposed objectives as the project evolves. • Provide a credible and objective sounding board on the wide range of technical and financial barriers and opportunities. • Help identify key areas where the project has a competitive advantage, value proposition, or strength upon which to build. • Advocate on behalf of the project in its effort to build partnerships, governmental support and relationships with a national spectrum of influential leaders. • Ask probing questions that insure a long-term perspective on decision-making and progress toward the project’s strategic goals. • Review and provide comments to proposed project performance metrics. • Review and provide comments to proposed project Draft Technology Transfer Plan. • TAC Meeting Schedule (draft and final) • TAC Meeting Agendas (draft and final) • TAC Meeting Back-up Materials • TAC Meeting Summaries

  • Mandatory Meetings All residential students are required to attend the following building meetings. Time & locations will be communicated by the RAs through individual contact, emails and/or signs in the buildings. A $25 fee will be charged to any students who do not attend without an approved absence. The meetings will be held on the following dates (dates subject to change): Monday, August 30th, 2021 – 7:00 or 8:00 p.m. Tuesday, December 8, 2021 Monday, February 1, 2022 Tuesday, April 27, 2022

  • Meeting of Shareholders (a) Promptly after the date hereof, the Company shall take all action necessary in accordance with the GBCC and its Articles of Incorporation and by-laws to convene a meeting of shareholders ("Company Shareholders Meeting") to be held as promptly as practicable after the S-4 Registration Statement is declared effective by the SEC for the purposes of voting upon this Agreement and the Merger. Neither the Board of Directors of the Company nor any committee thereof shall, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent, the approval or recommendation by the Board of Directors of the Company or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(a) shall prohibit the Company from making any disclosure to the Company's shareholders if, in the good faith judgment of the Board of Directors of the Company (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties under applicable law. The Company shall deliver to Parent, concurrent with the execution and delivery of this Agreement, the Voting Agreement executed by Szlam. (b) If necessary, Parent shall take all action necessary in accordance with the DGCL and its Certificate of Incorporation and by-laws to convene a meeting of stockholders (the "Parent Stockholders Meeting") to be held as promptly as practicable after the S-4 Registration Statement is declared effective by the SEC for the purposes of voting upon this Agreement and the Merger. Neither the Board of Directors of Parent nor any committee thereof shall, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Company, the approval or recommendation by the Board of Directors of Parent or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(b) shall prohibit Parent from making any disclosure to Parent's stockholders if, in the good faith judgment of the Board of Directors of Parent (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties under applicable law.

  • Merger Without Meeting of Shareholders 10 ARTICLE II

  • Convening meetings The chairperson of a Consortium Body shall convene meetings of that Consortium Body. Ordinary meeting Extraordinary meeting General Assembly At least once a year At any time upon written request of the Executive Board or 1/3 of the Members of the General Assembly Executive Board At least quarterly At any time upon written request of any Member of the Executive Board

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