Meetings of the Shareholders. Meetings of the Shareholders may be called by the Sponsor and will be called by it upon the written request of Limited Shareholders holding at least 25% of the outstanding Shares of all Funds or any Fund, as applicable. The Sponsor shall deposit in the United States mail or electronically transmit written notice to all Shareholders of the applicable Fund of the meeting and the purpose of the meeting, which shall be held on a date, not less than 30 nor more than 60 days after the date of mailing of said notice, at a reasonable time and place. Where the meeting is being called upon the written request of Limited Shareholders as set forth in this Section 11.2, such written notice shall be mailed or transmitted not more than 45 days after such written request for a meeting was received by the Sponsor. Any notice of meeting shall be accompanied by a description of the action to be taken at the meeting and, if applicable, an opinion of independent counsel as to the effect of such proposed action on the liability of Limited Shareholders for the debts of the applicable Fund. Shareholders may vote in person or by proxy at any such meeting. The Sponsor shall be entitled to establish voting and quorum requirements and other reasonable procedures for Shareholder voting.
Meetings of the Shareholders of the Trust or a Series or Class thereof shall be held as provided in the Declaration of Trust at such place (including by remote communication, as applicable) within or without the State of Delaware as the Trustees shall designate. The holders of one-third of the Outstanding Shares of the Trust or a Series or Class thereof present in person or by proxy and entitled to vote shall constitute a quorum at any meeting of the Shareholders of the Trust or a Series or Class thereof.
Meetings of the Shareholders may be called by the Board of Trustees for the purpose of electing Trustees as provided in Article IV, Section 1 and for such other purposes as may be prescribed by law, by this Declaration of Trust or by the By-Laws. Meetings of the Shareholders may also be called by the Board of Trustees from time to time for the purpose of taking action upon any other matter deemed by the Board of Trustees to be necessary or desirable.
Meetings of the Shareholders. As soon as practicable after this date, Purchaser and the Company shall prepare a joint proxy/registration statement (the "Registration Statement"), which shall comply as to form with all applicable law and its governing instruments to convene a meeting of its shareholders as promptly as practicable to consider and vote upon the approval of the Agreement and the Plan of Exchange and the Exchange. Subject to fiduciary requirements of applicable law, the respective boards of directors of each of Purchaser and the Company shall recommend such approval and take all lawful action to solicit such approval; provided, however, and notwithstanding any other provision in the Agreement to the contrary, if either Purchaser or the Company should experience any development or combination of developments having a material adverse effect on the financial condition, properties, business or results of operations of Purchaser, taken as a whole, or the Company, taken as a whole, as the case may be, other that as a result of factors affecting the industry or the economy generally, then the board or directors of the other Company may withdraw its recommendation of the Exchange and may postpone the meeting of its shareholders to allow adequate time to disseminate relevant disclosure material. The Company agrees, as to information with respect to the Company, its officers, directors, and shareholders contained when the Registration Statement becomes effective and at the date of the meeting of the respective shareholders of Purchaser and the Company, will not include and untrue statement of a material fact or unit or omit to state a material fact required to be stated or necessary to make the statement not misleading.
Meetings of the Shareholders. (a) All meetings of the Shareholders shall be held at the registered office of the Company, as set forth in Section 1.2 hereof, or at such other place as may be specified in the notice of the meeting.
(b) A regular meeting of the Shareholders shall be called by the Board of Directors and held at least once annually for the election of Directors and the transaction of other business. Special meetings of the Shareholders may be called by the Board of Directors or by any one or more of the Shareholders. Business conducted at a special meeting shall be confined to the objects stated in the notice of such meeting. Notice of any such regular or special meeting shall be given to all Shareholders not less than three (3) Business Days nor more than ten (10) Business Days before the date of such meeting, which notice shall state the nature of the business to be transacted. Shareholders may vote in person or by proxy at such meeting. Whenever the vote or consent of Shareholders is permitted or required under this Operating Agreement or by law, such vote or consent may be given by the Shareholders at a meeting of Shareholders or may be given in accordance with the procedure described in Section 2.6 hereof. Except as otherwise expressly provided in this Operating Agreement, the vote of a Majority in Interest of the Shareholders shall control.
(c) Nominations of candidates for the position of a Class A Director may be made by the Board of Directors or any holder of Class A Shares, but not Class B Shares. Nominations of candidates for the position of the Class B Director will be made by any holder of Class B Shares, but not Class A Shares. Any such nomination by a Shareholder shall be made by notice in writing to be delivered or mailed to the Board of Directors at least twenty (20) Business Days prior to the date of the annual meeting as established by the Board of Directors.
(d) Each Shareholder shall have one (1) vote for each Share held by such Person, except that, with respect to the election of Directors, only the holders of Class A Shares shall be entitled to elect (or remove) the Class A Directors of the Company, and only the holders of Class B Shares shall be entitled to elect (or remove) the Class B Director. Directors shall be elected by a Majority in Interest of their respective class, and may be removed, with or without cause, by the vote of a Majority in Interest of the Shareholders of the class that elected the Director at a special meeting called for such ...
Meetings of the Shareholders. Each of Parent and Sub will take all action necessary in accordance with applicable law and its Articles of Incorporation and By-Laws to convene a meeting of its stockholders as promptly as practicable to consider and vote upon the approval of this Agreement and the Parent Merger or Sub Merger, as applicable (the "Stockholder Meetings"). Subject to Section 6.1(b)(2), the Board of Directors of Parent shall recommend approval of the Parent Merger, and the Board of Directors of Sub and the Independent Committee of Sub's Board shall recommend approval of the Sub Merger, and the Parent and Sub shall take all lawful action to solicit such approvals, as applicable. Each of the Parent and Sub hereby severally represents, warrants and covenants that the proxy or information statement with respect to such meeting of its shareholders (each, a "Proxy Statement"), at the date thereof and at the date of such meetings, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, the foregoing shall not apply to the extent that any such untrue statement of a material fact or omission to state a material fact was made in reliance upon and in conformity with written information concerning the Purchaser, Acquisition Sub One or Acquisition Sub Two furnished by Purchaser specifically for use in the Proxy Statement. No Proxy Statement shall be filed, and no amendment or supplement to such Proxy Statement will be made by the Parent or Sub, without consultation with Purchaser and its counsel.
Meetings of the Shareholders of the Trust may be called by the Trustees, and shall be called by the Trustees whenever required by law or upon the written request of holders of at least twenty percent of all the outstanding Shares entitled to vote.
Meetings of the Shareholders. Shareholders’ meetings shall be held at such time and place as the Trustees designate. Special meetings of the Shareholders of any Series or class may be called by the Trustees on the written request of Shareholders owning at least ten percent (10%) of the Outstanding Shares of such Series or class entitled to vote. Shareholders shall be entitled to at least fifteen (15) days’ notice of any meeting, given as determined by the Trustees.
Meetings of the Shareholders. Meetings of the Shareholders may be called at any time by any Shareholder, upon at least fifteen (15) days’ Notice to all Shareholders. The Shareholders shall ensure that such meetings are held at least once each year at such locations and at such times as the Chairman of the Board shall designate. Meetings of the Shareholders may be held in person or by any other means permitted by law. The presence, in person or by proxy, of the holders of at least Seventy-Five Percent (75%) of the total number of Shares or their designated representatives shall be required to constitute a quorum for any meeting of the Shareholders. If no quorum is present at a Shareholders’ meeting called by a Shareholder, a second Shareholders’ meeting shall be called fifteen (15) days after the first Shareholders’ meeting. Decisions of the Shareholders shall be made by majority vote of the Shares by the holders of such Shares or their designated representatives present, in person or by proxy, at a duly-constituted Shareholders’ meeting at which a quorum is present.
Meetings of the Shareholders. (a) AIIG Limited shall call a special meeting of its shareholders (the "Special Bermuda Meeting") prior to the Effective Time of the Exchange to be held in accordance with the laws of Bermuda to consider and vote upon the Exchange. The parties hereto acknowledge and agree that AIIG Limited's shareholders may approve the Exchange by unanimous written consent in lieu of holding and voting at the Special Bermuda Meeting.
(b) AIIG shall call a special meeting of its shareholders (the "Special Delaware Meeting") prior to the Effective Time of the Exchange to be held in accordance with the laws of the State of Delaware to consider and vote upon the Exchange.
