Members Meeting. NYBOT will take, in accordance with applicable Law and its certificate of incorporation and bylaws, all action necessary to convene a meeting of its Members (the “NYBOT Members Meeting”) on a date determined in accordance with the mutual agreement of ICE and NYBOT (the “Meeting Date”), which date shall be as promptly as practicable (but in no event more than 35 calendar days) after the S-4 Registration Statement is declared effective, to consider and vote upon the adoption and approval of this Agreement. Subject to fiduciary obligations under applicable Law, the Board of Directors of NYBOT shall recommend such adoption or approval, as the case may be, and shall take all lawful action to solicit such adoption and approval. Prior to the NYBOT Members Meeting, the Board of Directors of NYBOT may withhold, withdraw, qualify or modify its recommendation of the adoption or approval of this Agreement and the Merger if the Board of Directors of NYBOT determines in good faith, after consultation with outside counsel, that failure to do so would be inconsistent with its fiduciary obligations under applicable Law (a “Change in NYBOT Recommendation”); provided, however, that no Change in NYBOT Recommendation may be made until after at least 48 hours following ICE’s receipt of notice from NYBOT advising that management of NYBOT intends to recommend to the Board of Directors of NYBOT that it take such action and the basis therefor. In determining whether to make a NYBOT Change in Recommendation in response to a Superior Proposal or otherwise, the Board of Directors of NYBOT shall take into account any changes to the terms of this Agreement proposed by ICE and any other information provided by ICE in response to such notice. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.4, including with respect to the notice period referred to in this Section 6.4. In the event of a Change in NYBOT Recommendation, NYBOT shall nevertheless submit this Agreement to its Members for adoption at the NYBOT Members Meeting unless this Agreement shall have been terminated in accordance with its terms prior to the NYBOT Members Meeting. Table of Contents
Members Meeting. Parent shall, as promptly as reasonably practicable after the date hereof, duly set a record date for, call, give notice of, convene and hold a special meeting of Members (the “Members’ Meeting”) for the purpose of obtaining the Member Approval as promptly as reasonably practicable following the date upon which the Proxy Statement is cleared by the SEC (with the record date and meeting date to be set by the Parent Board). Subject to the terms of this Agreement, the Parent Board shall recommend that the Members vote in favor of approval of the transactions contemplated by this Agreement. Parent shall comply with the DLLCA, Parent’s certificate of formation, the Operating Agreement, and the Exchange Act in connection with the Members’ Meeting, including preparing and delivering the Proxy Statement to the Members as required pursuant to the Exchange Act and Section 7.1(b) below. Subject to the terms of this Agreement, Parent shall use its commercially reasonable efforts to (i) solicit from its members proxies in favor of approval of the transactions contemplated by this Agreement in compliance in all material respects with all Legal Requirements, and (ii) secure any other approval of the Members that is required by Legal Requirement to effect the transactions contemplated hereby.
Members Meeting. The Members Meeting is the supreme authority of the Company. The Members Meeting may be ordinary (an "Ordinary Members Meeting") or extraordinary (an "Extraordinary Members Meeting"), depending on the matters to be discussed at each meeting. Members Meetings shall be held at the corporate domicile of the Company and Members may attend such meetings by telephone or videoconference. According to the Code, resolutions may be adopted outside of Members Meetings by unanimous written consent of all of the Members. An Ordinary Members Meeting shall be held at least once a year within the four (4) months following the closing of each fiscal period. Ordinary Members Meetings may be those called to discuss any of the matters that are not expressly reserved by this Agreement to the Extraordinary Members Meeting. The matters reserved for Extraordinary Members Meetings are any matters that are identified as Extraordinary Resolutions pursuant to Section 5.7 below. -----------
Members Meeting. Section 7.4(a) of the Merger Agreement is amended and restated as follows (deleted text is struck through):
(a) NYSE will take, in accordance with applicable Law and its certificate of incorporation and constitution, all action necessary to convene a meeting of its Members (the ‘NYSE Members Meeting’) on a date determined in accordance with the mutual agreement of NYSE and Archipelago (the ‘Meeting Date’), which date shall be as promptly as practicable (but in no event more than 35 calendar days or such longer period as may be required under NYSE’s Constitution) after the S-4 Registration Statement is declared effective, to consider and vote upon the adoption and approval of this Agreement and, to the extent permissible, the SEC shall have granted any necessary approvals for the consummation of the transactions contemplated by this Agreement (including any approvals of any application under Rule 19b-4 of the Exchange Act submitted in connection with the transactions contemplated by this Agreement). Subject to fiduciary obligations under applicable Law, the Board of Directors of NYSE shall recommend such adoption or approval, as the case may be, and shall take all lawful action to solicit such adoption and approval. In the event that subsequent to the date hereof, the Board of Directors of NYSE determines that this Agreement is no longer advisable and either makes no recommendation or recommends that its stockholders Members reject this Agreement (a ‘Change in NYSE Recommendation’), NYSE shall nevertheless submit this Agreement to its Members for adoption at the NYSE Members Meeting unless this Agreement shall have been terminated in accordance with its terms prior to the NYSE Members Meeting.”
Members Meeting. A meeting of the Members shall be held, at which it shall be resolved that:
(i) the Representatives be appointed in accordance with the LLC Agreement, as follows: The initial Class A Representatives and Class B Representatives will be as specified in the LLC Agreement;
(ii) the Chair, the President (CEO), Chief Financial Officer, General Manager for North American Operations and Managing Director for European Operations of the Company be appointed in accordance with the LLC Agreement, as follows: the Chair by OCHI; President (CEO) by OCHI; Chief Financial Officer by OCHI; General Manager for North American Operations by LII; and Managing Director for European Operations by LII.
(iii) PriceWaterhouseCoopers LLC be appointed as auditors of the Company;
(iv) the Base Business Plan be adopted; and
(v) agreements for financing lines of credit to meet anticipated cash requirements set out in the Base Business Plan be entered into or authorized.
Members Meeting. 6 5.2 Calling a Members Meeting; Agenda.............................................. 6 5.3
Members Meeting. After the date hereof, the Company shall call a meeting of its Members (the "Members' Meeting") to be held as promptly as practicable for the purpose of voting upon this Agreement and the Merger and related matters. The Company will, through its Manager, recommend to the Members adoption of this Agreement and approval of the Merger. Notwithstanding the foregoing, on the date hereof, the Company shall cause to be delivered to the Acquiror the executed Voting Agreement representing the requisite Member Approval to approve this Agreement, consummation of the Merger and the transactions contemplated herein and thereby.
Members Meeting. Unless Gateway MHC is advised in writing by the appropriate Regulatory Authority that approval of Gateway MHC Members is not required. Gateway MHC shall submit this Agreement and/or the Mergers contemplated herein to Gateway MHC Members for their approval, and the Board of Directors of Gateway MHC shall recommend approval of this Agreement to the Gateway MHC Members.
Members Meeting. There shall be at least one meeting of the Members each year, which shall be scheduled by the Managers (and which may be held jointly with a meeting of the members of NSP). Additional meetings of the Members shall be called by the Managers on the request of Members owning Units representing, in the aggregate, not less than twenty-five percent (25%) of the total Units owned by Members. In addition to the Members, holders of instruments convertible into or exercisable for Units shall be invited to attend (but not vote at) the meetings of Members. Written notice of any meeting of the Members shall be given, personally or by mail, to each Member and invitee not less than three (3) days prior to the meeting, except as otherwise required by the Act. Such notice shall state the place, date and hour of the meeting.
Members Meeting. If required by the OTS, Summit MHC shall submit this Agreement and/or the Mergers contemplated herein to its members for approval, and the Board of Directors of Summit MHC shall recommend approval of this Agreement to the members of Summit MHC.
