Common use of Manner of Timely Notice Clause in Contracts

Manner of Timely Notice. To be timely, a Nominating Shareholder's notice must be given:‌ (i) in the case of an annual meeting (including an annual and special meeting) of shareholders, not less than 30 days prior to the date of the meeting; provided, however, that in the event that the meeting is to be held on a date that is less than 50 days after the date (the "Notice Date") on which the first public announcement of the date of the meeting was made, notice by the Nominating Shareholder shall be made not later than the close of business on the 10th day following the Notice Date; (ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not also called for other purposes), not later than the close of business on the 15th day following the Notice Date; and (iii) in the case of an annual meeting (including an annual and special meeting) of shareholders or a special meeting of shareholders called for the purpose of electing directors (whether or not also called for other purposes) where notice- and-access is used for delivery of proxy-related materials, not less than forty (40) days prior to the date of the meeting (but, in any event, not prior to the Notice Date); provided, however, that in the event that the meeting is to be held on a date that is less than fifty (50) days after the Notice Date, notice by the Nominating Shareholder shall be made, in the case of an annual meeting of shareholders, not later than the close of business on the tenth (10th) day following the Notice Date and, in the case of a special meeting of shareholders, not later than the close of business on the fifteenth (15th) day following the Notice Date; provided that in the event of an adjournment or postponement of any such meeting or announcement thereof, a new time period shall commence for the giving of timely notice in accordance with this Section 4.3(d).

Appears in 1 contract

Samples: By Law

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Manner of Timely Notice. To be timely, a the Nominating Shareholder's notice ’s Notice to the Corporate Secretary of the Company must be given:‌made: (ia) in the case of an annual general meeting (including an annual and special meeting) of shareholders, not less than 30 thirty (30) days prior to the date of the meetingannual general meeting of shareholders; provided, however, that in the event that the meeting is to be held on a date that is less than 50 days after the date (the "Notice Date") on which the first public announcement of the date of the meeting was made, notice by the Nominating Shareholder shall be made not later than the close of business on the 10th day following the Notice Date; (ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not also called for other purposes), not later than the close of business on the 15th day following the Notice Date; and (iii) in the case of an annual meeting (including an annual and special meeting) of shareholders or a special general meeting of shareholders called for the purpose of electing directors (whether or not also called for other purposes) where notice- and-access is used for delivery of proxy-related materials, not less than forty (40) days prior to the date of the meeting (but, in any event, not prior to the Notice Date); provided, however, that in the event that the meeting is to be held on a date that is less than fifty (50) days after the date (the “Notice Date”) on which the first Public Announcement of the date of the annual general meeting was made, notice by the Nominating Shareholder shall Shareholder’s Notice may be made, in the case of an annual meeting of shareholders, made not later than the close of business on the tenth (10th) day following the Notice Date Date; and, (b) in the case of a special meeting (which is not also an annual general meeting) of shareholdersshareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first Public Announcement of the date of the special meeting of shareholders was made, provided that, in either instance, if the Company uses “notice-and-access” (as defined in National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer) to send proxy-related materials to shareholders in connection with a meeting of the shareholders described in Section 26.4(a) or 26.4(b) above, and the Notice Date; provided that Date in respect of the event meeting is not less than fifty (50) days prior to the date of an adjournment or postponement the applicable meeting, the notice must be received not less than forty (40) days prior to the date of any such meeting or announcement thereof, a new time period shall commence for the giving of timely notice in accordance with this Section 4.3(d)applicable meeting.

Appears in 1 contract

Samples: Business Combination Agreement (Jupiter Acquisition Corp)

Manner of Timely Notice. To be timely, a Nominating Shareholder's ’s notice to the board must be given:‌made: (ia) in the case of an annual meeting (including an annual and special meeting) of shareholders, not less than 30 days prior to the date of the meetingannual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the "Notice Date") that is the earlier of the date that a notice of meeting is filed for such meeting and the date on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder shall may be made not later than the close of business on the 10th day following the Notice Date;; and (iib) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors of the Corporation (whether or not also called for other such purposes), not later than the close of business on the 15th day following the Notice Date; and (iii) in day that is the case earlier of an annual the date that a notice of meeting (including an annual is filed for such meeting and special meeting) the date on which the first public announcement of shareholders or a the date of the special meeting of shareholders called for the purpose of electing directors (whether or not also called for other purposes) where notice- was made, provided that, in either instance, if notice-and-access (as defined in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer) is used for delivery of proxy-proxy related materialsmaterials in respect of a meeting described in Section 8.3(a) or (b) above, and the Notice Date in respect of the meeting is not less than forty fifty (4050) days prior to the date of the applicable meeting, the notice must be received not later than the close of business on the fortieth (40th) day before the applicable meeting (but, but in any event, not prior to the Notice Date); provided, however, that in the event that the meeting is to be held on a date that is less than fifty (50) days after the Notice Date, notice by the Nominating Shareholder shall be made, in the case of an annual meeting of shareholders, not later than the close of business on the tenth twentieth (10th20th) day following the Notice Date and, in the case of a special meeting of shareholders, not later than the close of business on the fifteenth twenty-fifth (15th25th) day following the Notice Date; provided that in . In the event of an adjournment or postponement of a meeting of shareholders or any such meeting or announcement thereof, a new time period shall commence for the giving of timely a Nominating Shareholder’s notice as described in accordance with this Section 4.3(d8.3(a) or Section 8.3(b), as applicable.

Appears in 1 contract

Samples: Business Combination Agreement (Prospector Capital Corp.)

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Manner of Timely Notice. To be timely, a Nominating Shareholder's ’s notice to the Secretary of the Corporation must be given:‌given: (ia) in the case of an annual meeting (including an annual and special meeting) of shareholders, not less than 30 30, nor more than 65, days prior to before the date of the meetingannual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement (the "Notice Date") on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder shall may be made given not later than the close of business on the 10th tenth (10th) day following the Notice Date; (iib) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not also called for other purposes), not later than the close of business on the 15th day following the Notice Date; and (iii) in the case of an annual meeting (including an annual and special meeting) of shareholders or a special meeting of shareholders called for the purpose of electing directors (whether or not also called for other purposes) where notice- and-access is used for delivery of proxy-related materials, not less than forty (40) days prior to the date of the meeting (but, in any event, not prior to the Notice Date); provided, however, that in the event that the meeting is to be held on a date that is less than fifty (50) days after the Notice Date, notice by the Nominating Shareholder shall be made, in the case of an annual meeting of shareholders, not later than the close of business on the tenth (10th) day following the Notice Date and, in the case of a special meeting of shareholders, not later than the close of business on the fifteenth (15th) day following the Notice Dateday on which the first public announcement of the date of the special meeting of shareholders was made; provided that and (c) notwithstanding the foregoing clauses 9.22.4(a) and 9.22.4(b), in the event case of an annual or special meeting of shareholders where “notice-and-access” is used for the delivery of proxy-related materials and the first public announcement of the date of the meeting is not less than 50 days before the date of the meeting, not less than 40 days prior to the date of the meeting. In no event shall any adjournment or postponement of any such a meeting of shareholders or the announcement thereof, thereof commence a new time period shall commence for the giving of timely a Nominating Shareholder's notice in accordance with this Section 4.3(d)as described above.

Appears in 1 contract

Samples: By Law

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