Common use of Notice of Business Clause in Contracts

Notice of Business. At any meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the Board of Directors (or any committee thereof) or (b) by any stockholder of the Corporation who is a stockholder of record at the time of giving of the notice provided for in this Section 2.11, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 2.11. For business to be properly brought before a stockholder meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 60 days after such anniversary date then to be timely such notice must be received by the Corporation no later than the later of 70 days prior to the date of the meeting and the 10th day following the day on which public announcement of the date of the meeting was made. A stockholder’s notice to the Secretary of the Corporation shall set forth as to each matter the stockholder proposes to bring before the meeting: (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; (b) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business and any Stockholder Associated Person covered by clauses (c) and (d) below; (i) the class and number of shares of the Corporation which are held of record or are beneficially owned by such stockholder and by any Stockholder Associated Person with respect to the Corporation’s securities and (ii) any derivative positions held or beneficially held by the stockholder and any Stockholder Associated Person and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent of which is to increase or decrease the voting power of, such stockholder and/or any Stockholder Associated Person with respect to the Corporation’s securities; and (d) any interest of the stockholder or any Stockholder Associated Person in such business. Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at a stockholder meeting except in accordance with the procedures set forth in this Section 2.11. The chairman of the meeting shall, if the facts in his or her judgment warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of the Bylaws, and if he should so determine and declare, and any such business not properly brought before the meeting shall not be transacted. In addition to the foregoing provisions of this Section 2.11, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 2.11.

Notice of Business. At any meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the Board of Directors (or any committee thereof) or (b) by any stockholder of the Corporation who is a stockholder of record at the time of giving of the notice provided for in this Section 2.11, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 2.11. For business to be properly brought before a stockholder meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 60 days after such anniversary date then to be timely such notice must be received by the Corporation no later than the later of 70 days prior to the date of the meeting and the 10th day following the day on which public announcement of the date of the meeting was made. A stockholder’s notice to the Secretary of the Corporation shall set forth as to each matter the stockholder proposes to bring before the meeting: (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; (b) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business and any Stockholder Associated Person covered by clauses (c) and (d) below; (i) the class and number of shares of the Corporation which are held of record or are beneficially owned by such stockholder and by any Stockholder Associated Person with respect to the Corporation’s securities and (ii) any derivative positions held or beneficially held by the stockholder and any Stockholder Associated Person and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent of which is to increase or decrease the voting power of, such stockholder and/or any Stockholder Associated Person with respect to the Corporation’s securities; and (d) any interest of the stockholder or any Stockholder Associated Person in such business. Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at a stockholder meeting except in accordance with the procedures set forth in this Section 2.11. The chairman of the meeting shall, if the facts in his or her judgment warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of the Bylaws, and if he should so determine and declare, and any such business not properly brought before the meeting shall not be transacted. In addition to the foregoing provisions of this Section 2.11, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 2.11.

Notice of Business. At any meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the Board of Directors (or any committee thereof) or (b) by any stockholder of the Corporation who is a stockholder of record at the time of giving of the notice provided for in this Section 2.118 of this Article II, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 2.118 of this Article II. For business to be properly brought before a stockholder meeting of stockholders by a stockholder, the stockholder must shall have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s 's notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 ninety (90) days nor more than 90 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholdersmeeting; provided, however, that in the event that the date less than 100 days' notice or prior public disclosure of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 60 days after such anniversary date then to be timely such notice must be received by the Corporation no later than the later of 70 days prior to the date of the meeting and is given or made to stockholders, notice by the 10th stockholder to be timely must be so received not later than the close of business on the tenth day following the day on which public announcement such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. A Such stockholder’s 's notice to the Secretary of the Corporation shall set forth as to each matter the stockholder proposes to bring before the meeting: meeting (a) a brief description of the business desired to be brought before the meeting and meeting, the reasons for conducting such business at the meeting; meeting and, in the event that such business includes a proposal to amend either the Restated Certificate of Incorporation or Bylaws of the Corporation, the language of the proposed amendment, (b) the name and address, as they appear on the Corporation’s 's books, of the stockholder proposing such business and any Stockholder Associated Person covered by clauses business, (c) and (d) below; (i) the class and number of shares of capital stock of the Corporation which are held of record or are beneficially owned by such stockholder and by any Stockholder Associated Person with respect to the Corporation’s securities and (ii) any derivative positions held or beneficially held by the stockholder and any Stockholder Associated Person and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent of which is to increase or decrease the voting power of, such stockholder and/or any Stockholder Associated Person with respect to the Corporation’s securities; and (d) any material interest of the such stockholder or any Stockholder Associated Person in such business. Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at a stockholder meeting except in accordance with the procedures set forth in this Section 2.118 of this Article II. The chairman Chairman of the meeting shall, if the facts in his or her judgment warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of the Bylaws, and if he should so determine and declaredetermine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. In addition to Notwithstanding the foregoing provisions of this Section 2.118 of this Article II, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 2.118 of this Article II.

Notice of Business. (i) At any annual meeting of the stockholdersMembers, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the Board of Directors (or any committee thereof) or (b) by any stockholder of the Corporation Member who is a stockholder of record Member at the time of giving of the notice provided for in this Section 2.115.5(f), who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 2.115.5(f). For business to be properly brought before a stockholder Member meeting by a stockholderMember, the stockholder Member must have given timely notice thereof in writing to the Secretary of the CorporationBoard. To be timely, a stockholderMember’s notice in connection with an annual meeting of the Members shall be delivered to or mailed and received at the principal executive offices of the Corporation Company not less than 60 sixty (60) days nor more than 90 ninety (90) days prior to the first (1st) anniversary of the preceding year’s annual meeting of stockholdersMembers; provided, however, that in the case of the first annual meeting after the date hereof, and in the event that the date of the annual meeting is advanced more than 30 thirty (30) days prior to such anniversary date or delayed more than 60 days after such anniversary date date, then to be timely such notice must be received by the Corporation Company no later than the later of 70 seventy (70) days prior to the date of the meeting and the 10th tenth (10th) day following the day on which either (x) public announcement of the date of the meeting was mademade or (y) the Company shall have provided notice thereof to the Members in a manner permitted by the Delaware Act, whichever occurs earlier. A stockholderMember’s notice to the Secretary of the Corporation Board shall set forth as to each matter the stockholder Member proposes to bring before the meeting: (aA) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; (bB) the name and address, as they appear on the CorporationCompany’s books, of the stockholder Member proposing such business and any Stockholder Member Associated Person covered by clauses (c) and (d) belowPerson; (iC) (x) the class and number of shares Units of the Corporation Company which are held of record or are beneficially owned by such stockholder and by Member or any Stockholder Member Associated Person with respect to the CorporationCompany’s securities and (iiy) any derivative positions held or beneficially held by the stockholder Member and any Stockholder Member Associated Person and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent of which is to increase or decrease the voting power of, such stockholder and/or Member or any Stockholder Member Associated Person with respect to the CorporationCompany’s securities; and (dD) any material interest of the stockholder Member or any Stockholder Member Associated Person in such business. . (ii) Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at a stockholder Member meeting except in accordance with the procedures set forth in this Section 2.115.5(f). The chairman chairperson of the meeting shall, if the facts in his or her judgment warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of the Bylawsthis Agreement, and if he or she should so determine and declaredetermine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. In addition to There shall be no limit on the foregoing provisions number of this Section 2.11, matters that can be properly brought at a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 2.11meeting.

Notice of Business. At any meeting of the stockholdersmembers, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the Board of Directors (or any committee thereof) Governors or (b) by any stockholder member of the Corporation Company who is a stockholder member of record at the time of giving of the notice provided for in this Section 2.111.15, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 2.111.15. For business to be properly brought before a stockholder member meeting by a stockholdermember, the stockholder member must have given timely notice thereof in writing to the Secretary secretary of the CorporationCompany. To be timely, a stockholdermember’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation Company not less than 60 sixty (60) days nor more than 90 ninety (90) days prior to the first anniversary of the preceding year’s annual meeting of stockholdersmembers; provided, however, that in the event that the date of the annual meeting is advanced more than 30 thirty (30) days prior to such anniversary date or delayed more than 60 sixty (60) days after such anniversary date then to be timely such notice must be received by the Corporation Company no later than the later of 70 forty (40) days prior to the date of the meeting and the 10th day following the day on which public announcement of the date of the meeting was mademeeting. A stockholdermember’s notice to the Secretary of the Corporation secretary shall set forth as to each matter the stockholder member proposes to bring before the meeting: meeting (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; , (b) the name and address, as they appear on the CorporationCompany’s books, of the stockholder member proposing such business and any Stockholder Associated Person covered by clauses business, (c) and (d) below;) (i) the class and number of shares membership units of the Corporation Company which are held of record or are beneficially owned by such stockholder and by any Stockholder Associated Person with respect to the Corporation’s securities member and (ii) any derivative positions held or beneficially held by the stockholder and any Stockholder Associated Person and whether member and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent of which is to increase or decrease the voting power of, such stockholder and/or any Stockholder Associated Person member with respect to the CorporationCompany’s securities; and , and (d) any material interest of the stockholder or any Stockholder Associated Person member in such business. Notwithstanding anything in the Bylaws Operating Agreement to the contrary, no business shall be conducted at a stockholder member meeting except in accordance with the procedures set forth in this Section 2.111.15. The chairman of the meeting shall, if the facts in his or her judgment warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of the Bylawsthis Section 1.15, and if he should so determine and declaredetermine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. In addition to the foregoing provisions of this Section 2.11, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 2.11.