Common use of NOTICE OF GENERAL MEETINGS Clause in Contracts

NOTICE OF GENERAL MEETINGS. 17.1 At least 21 clear days’ notice must be given to call an annual general meeting. Subject to the provisions of the Companies Act, at least 14 clear days’ notice must be given to call all other general meetings. A general meeting may be called by shorter notice if it is so agreed by a majority in number of the members having a right to attend and vote at the meeting, being a majority who together hold not less than 95 per cent. in nominal value of the shares giving that right. 17.2 Subject to the provisions of the Companies Act and any relevant special rights or restrictions attached to any shares, notices shall be given to every member as of the record date for such meeting and to the Directors. The beneficial owners nominated to enjoy information rights under the Companies Act and the auditors of the Company are entitled to receive all notices of, and other communications relating to, any general meeting which any member is entitled to receive. 17.3 Subject to the provisions of the Companies Act, the notice shall specify the place (including without limitation any satellite meeting place arranged for the purposes of Article 18.9, which shall be identified as such in the notice), the date and the time of meeting and the general nature of the business to be transacted, and in the case of an annual general meeting shall specify the meeting as such. In the case of a meeting to pass a special resolution, the notice shall specify the intention to propose the resolution as a special resolution. 17.4 The notice of a general meeting must specify a time (which must not be more than 48 hours, excluding any part of a day that is not a working day, before the time fixed for the meeting) by which a person must be entered on the register in order to have the right to attend or vote at the meeting. Changes to entries on the register after the time specified in the notice will be disregarded in deciding the rights of any person to attend or vote. 17.5 Where the Company has given an electronic address in any notice of meeting, any document or information relating to proceedings at the meeting may be sent by electronic means to that address, subject to any conditions or limitations specified in the relevant notice of meeting. 17.6 The accidental omission to send notice of a meeting or resolution, or to send any notification where required by the Companies Act or these Articles in relation to the publication of a notice of meeting on a website, or to send a form of proxy where required by the Companies Act or these Articles, to any person entitled to receive it, or the non-receipt for any reason of any such notice, resolution or notification or form of proxy by that person, whether or not the Company is aware of such omission or non-receipt, shall not invalidate the proceedings at that meeting.

Appears in 2 contracts

Samples: Transaction Agreement (Cyberonics Inc), Letter of Intent (Cyberonics Inc)

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NOTICE OF GENERAL MEETINGS. 17.1 At least 21 clear 18.1 An annual general meeting shall be called by not less than five (5) days’ notice must in writing and a special general meeting shall be called by not less than five (5) days’ notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, day and time of the meeting, and, the nature of the business to be considered. Notice of every general meeting shall be given in any manner permitted by these Bye-Laws to call all Shareholders other than such as, under the provisions of these Bye-Laws or the terms of issue of the shares they hold, are not entitled to receive such notice from the Company and every Director and to any Resident Representative who or which has delivered a written notice upon the Registered Office requiring that such notice be sent to him or it. Notwithstanding that a meeting of the Company is called by shorter notice than that specified in this Bye-Law, it shall be deemed to have been duly called if it is so agreed: (a) in the case of a meeting called as an annual general meeting. Subject , by all the Shareholders entitled to attend and vote thereat; (b) in the provisions case of the Companies Actany other meeting, at least 14 clear days’ notice must be given to call all other general meetings. A general meeting may be called by shorter notice if it is so agreed by a majority in number of the members Shareholders having a the right to attend and vote at the meeting, being a majority who together hold holding not less than 95 ninety-five per cent. cent (95%) in nominal value of the shares giving that right. 17.2 Subject to the provisions of the Companies Act and any relevant special rights or restrictions attached to any shares, notices shall be given to every member as of the record date for such meeting and to the Directors. The beneficial owners nominated to enjoy information rights under the Companies Act and the auditors of the Company are entitled to receive all notices of, and other communications relating to, any general meeting which any member is entitled to receive. 17.3 Subject to the provisions of the Companies Act, the notice shall specify the place (including without limitation any satellite meeting place arranged for the purposes of Article 18.9, which shall be identified as such in the notice), the date and the time of meeting and the general nature of the business to be transacted, and in the case of an annual general meeting shall specify the meeting as such. In the case of a meeting to pass a special resolution, the notice shall specify the intention to propose the resolution as a special resolution. 17.4 The notice of a general meeting must specify a time (which must not be more than 48 hours, excluding any part of a day that is not a working day, before the time fixed for the meeting) by which a person must be entered on the register in order to have the right to attend or vote at the meeting. Changes to entries on the register after the time specified in the notice will be disregarded in deciding the rights of any person to attend or vote. 17.5 Where the Company has given an electronic address in any notice of meeting, any document or information relating to proceedings at the meeting may be sent by electronic means to that address, subject to any conditions or limitations specified in the relevant notice of meeting. 17.6 18.2 The accidental omission to send give notice of a meeting or resolution, or (in cases where instruments of proxy are sent out with the notice) the accidental omission to send any notification where required by the Companies Act or these Articles in relation to the publication of a notice of meeting on a website, or to send a form such instrument of proxy where required by the Companies Act or these Articles, to any person entitled to receive itto, or the non-receipt for any reason of any notice of a meeting or such notice, resolution or notification or form instrument of proxy by that personby, whether or not the Company is aware of any person entitled to receive such omission or non-receipt, notice shall not invalidate the proceedings at that meeting. 18.3 The Board may cancel or postpone a meeting of the Shareholders after it has been convened and notice of such cancellation or postponement shall be served in accordance with these Bye-Laws upon all Shareholders entitled to notice of the meeting so cancelled or postponed setting out, where the meeting is postponed to a specific date, notice of the new meeting in accordance with this Bye-Law.

Appears in 2 contracts

Samples: Merger Agreement (Renaissancere Holdings LTD), Merger Agreement (Platinum Underwriters Holdings LTD)

NOTICE OF GENERAL MEETINGS. 17.1 At least 21 clear days’ 18.1 An Annual General Meeting shall be called by not less than five (5) days notice must in writing and a Special General Meeting shall be called by not less than five (5) days notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, day and time of the meeting, and, the nature of the business to be considered. Notice of every general meeting shall be given in any manner permitted by these Bye-Laws to call an annual general meeting. Subject to all Shareholders other than such as, under the provisions of these Bye-Laws or the Companies Actterms of issue of the shares they hold, at least 14 clear days’ are not entitled to receive such notice must from the Company and every Director and to any Resident Representative who or which has delivered a written notice upon the Registered Office requiring that such notice be given sent to call all other general meetingshim or it. A general Notwithstanding that a meeting may be of the Company is called by shorter notice than that specified in this Bye-Law, it shall be deemed to have been duly called if it is so agreed agreed: 18.1.1 in the case of a meeting called as an Annual General Meeting, by all the Shareholders entitled to attend and vote thereat; 18.1.2 in the case of any other meeting, by a majority in number of the members Shareholders having a the right to attend and vote at the meeting, being a majority who together hold holding not less than 95 per cent. ninety-five percent (95%) in nominal value of the shares giving that right. 17.2 Subject to the provisions of the Companies Act and any relevant special rights or restrictions attached to any shares, notices shall be given to every member as of the record date for such meeting and to the Directors. The beneficial owners nominated to enjoy information rights under the Companies Act and the auditors of the Company are entitled to receive all notices of, and other communications relating to, any general meeting which any member is entitled to receive. 17.3 Subject to the provisions of the Companies Act, the notice shall specify the place (including without limitation any satellite meeting place arranged for the purposes of Article 18.9, which shall be identified as such in the notice), the date and the time of meeting and the general nature of the business to be transacted, and in the case of an annual general meeting shall specify the meeting as such. In the case of a meeting to pass a special resolution, the notice shall specify the intention to propose the resolution as a special resolution. 17.4 The notice of a general meeting must specify a time (which must not be more than 48 hours, excluding any part of a day that is not a working day, before the time fixed for the meeting) by which a person must be entered on the register in order to have the right to attend or vote at the meeting. Changes to entries on the register after the time specified in the notice will be disregarded in deciding the rights of any person to attend or vote. 17.5 Where the Company has given an electronic address in any notice of meeting, any document or information relating to proceedings at the meeting may be sent by electronic means to that address, subject to any conditions or limitations specified in the relevant notice of meeting. 17.6 18.2 The accidental omission to send give notice of a meeting or resolution, or (in cases where instruments of proxy are sent out with the notice) the accidental omission to send any notification where required by the Companies Act or these Articles in relation to the publication of a notice of meeting on a website, or to send a form such instrument of proxy where required by the Companies Act or these Articles, to any person entitled to receive itto, or the non-receipt for any reason of any notice of a meeting or such notice, resolution or notification or form instrument of proxy by that personby, whether or not the Company is aware of any person entitled to receive such omission or non-receipt, notice shall not invalidate the proceedings at that meeting. 18.3 The Board may cancel or postpone a meeting of the Shareholders after it has been convened and notice of such cancellation or postponement shall be served in accordance with these Bye-Laws upon all Shareholders entitled to notice of the meeting so cancelled or postponed setting out, where the meeting is postponed to a specific date, notice of the new meeting in accordance with this Bye-Law.

Appears in 2 contracts

Samples: Merger Agreement (ALTERRA CAPITAL HOLDINGS LTD), Merger Agreement (Markel Corp)

NOTICE OF GENERAL MEETINGS. 17.1 At least 21 clear days’ notice must be given to call an annual general meeting52.1. Subject to the provisions of the Companies Act, at least 14 clear days’ notice must be given to call all other general meetings. A Acts allowing a general meeting may to be called by shorter notice, an annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by at least twenty-one Clear Days' notice if it is so agreed and all other extraordinary general meetings shall be called by at least fourteen Clear Days' notice. 52.2. Any notice convening a majority in number general meeting shall specify the time, date and place of the members having meeting and, in the case of special business, the general nature of that business and, in reasonable prominence, that a right Member entitled to attend and vote at the meeting, being a majority who together hold not less than 95 per cent. in nominal value of the shares giving that right. 17.2 Subject to the provisions of the Companies Act and any relevant special rights or restrictions attached to any shares, notices shall be given to every member as of the record date for such meeting and to the Directors. The beneficial owners nominated to enjoy information rights under the Companies Act and the auditors of the Company are entitled to receive all notices of, and other communications relating to, any general meeting which any member is entitled to receive. 17.3 Subject appoint a proxy to the provisions attend, speak and vote in his place and that a proxy need not be a Member of the Companies Act, the Company. The notice shall specify the place (including without limitation any satellite meeting place arranged for the purposes of Article 18.9, which shall be identified as such in the notice), the date and the time of meeting and the general nature of the business to be transactedtransacted at the meeting; and if any resolution is to be proposed as a Special Resolution, then notice shall contain a statement to that effect. In the case of an Annual General Meeting, the notice shall also specify the meeting as such. It shall also give particulars of any Directors who are to retire by rotation or otherwise at the meeting and of any persons who are recommended by the Directors for appointment or re- appointment as Directors at the meeting, or in respect of whom notice has been duly given to the Company of the intention to propose them for appointment or re-appointment as Directors at the meeting. Subject to any restrictions imposed on any Shares, the notice shall be given to all the Members and to the Directors and the Auditors. 52.3. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting or other documentation relating to a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the meeting. 52.4. Where, by any provision contained in the Acts, extended notice is required of a resolution, the resolution shall not be effective (except where the Directors of the Company have resolved to submit it) unless notice of the intention to move it has been given to the Company not less than such number of days as the Acts permit before the meeting at which it is moved, and the Company shall give to the Members notice of any such resolution as required by and in accordance with the provisions of the Acts. 52.5. The Directors may, for the purpose of controlling the level of attendance at any place specified for the holding of a general meeting, from time to time make such arrangements whether involving the issue of tickets (on a basis intended to afford to all Members otherwise entitled to attend such meeting an equal opportunity of being admitted to the meeting) or the imposition of some random means of selection or otherwise as they shall in their absolute discretion consider to be appropriate, and may from time to time vary any such arrangements or make new arrangements in place therefor and the entitlement of any Member or proxy to attend a general meeting at such place shall be subject to any such arrangements as may be for the time being in force and by the notice of meeting stated to apply to that meeting. In the case of any general meeting to which such arrangements apply the Directors shall, and in the case of an annual any other general meeting shall specify the Directors may, when specifying the place of the general meeting, direct that the meeting as such. In the case of shall be held at a meeting to pass a special resolution, the notice shall specify the intention to propose the resolution as a special resolution. 17.4 The notice of a general meeting must specify a time (which must not be more than 48 hours, excluding any part of a day that is not a working day, before the time fixed for the meeting) by which a person must be entered on the register in order to have the right to attend or vote at the meeting. Changes to entries on the register after the time place specified in the notice will be disregarded in deciding at which the rights chairman of any person the meeting shall preside ("the Principal Place") and make arrangements for simultaneous attendance and participation at other places by members otherwise entitled to attend the general meeting but excluded therefrom under the provisions of this Article or vote. 17.5 Where who wish to attend at any of such other places provided that persons attending at the Company has given an electronic address Principal Place and at any of such other places shall be able to see and hear and be seen and heard by persons attending at the Principal Place and at such other places. Such arrangements for simultaneous attendance may include arrangements for controlling the level of attendance in any notice manner aforesaid at such other places provided that they shall operate so that any such excluded members as aforesaid are able to attend at one of meeting, such other places. For the purposes of all other provisions of these Articles any document or information relating to proceedings such meeting shall be treated as being held and taking place at the meeting may be sent by electronic means to that address, subject to any conditions or limitations specified in the relevant notice of meeting. 17.6 The accidental omission to send notice of a meeting or resolution, or to send any notification where required by the Companies Act or these Articles in relation to the publication of a notice of meeting on a website, or to send a form of proxy where required by the Companies Act or these Articles, to any person entitled to receive it, or the non-receipt for any reason of any such notice, resolution or notification or form of proxy by that person, whether or not the Company is aware of such omission or non-receipt, shall not invalidate the proceedings Principal Place. Part XI - Proceedingd at that meeting.General Meetings

Appears in 2 contracts

Samples: Memorandum and Articles of Association (Trintech Group PLC), Memorandum and Articles of Association (Trintech Group PLC)

NOTICE OF GENERAL MEETINGS. 17.1 At least 21 clear days’ notice must be given to call an annual general meeting. (a) Subject to the provisions of the Companies Act, at least 14 clear days’ notice must be given to call all other general meetings. A Acts allowing a general meeting may to be called by shorter notice, an annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by at least twenty-one Clear Days' notice if it is so agreed and all other extraordinary general meetings shall be called by at least fourteen Clear Days' notice. (b) Any notice convening a majority in number general meeting shall specify the time and place of the members having meeting and, in the case of special business, the general nature of that business and, in reasonable prominence, that a right Member entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote in his place and that a proxy need not be a Member of the Company. It shall also give particulars of any Directors who are to retire by rotation or otherwise at the meeting and of any persons who are recommended by the Directors for appointment or re- appointment as Directors at the meeting, being or in respect of whom notice has been duly given to the Company of the intention to propose them for appointment or re-appointment as Directors at the meeting. Subject to any restrictions imposed on any Shares, the notice shall be given to all the Members and to the Directors and the Auditors. (c) The accidental omission to give notice of a majority who together hold meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the meeting. (d) Where, by any provision contained in the Acts, extended notice is required of a resolution, the resolution shall not be effective (except where the Directors of the Company have resolved to submit it) unless notice of the intention to move it has been given to the Company not less than 95 per cent. such number of days as the Acts permit before the meeting at which it is moved, and the Company shall give to the Members notice of any such resolution as required by and in nominal value of the shares giving that right. 17.2 Subject to accordance with the provisions of the Companies Act Acts. (e) The Directors may, for the purpose of controlling the level of attendance at any place specified for the holding of a general meeting, from time to time make such arrangements whether involving the issue of tickets (on a basis intended to afford to all Members otherwise entitled to attend such meeting an equal opportunity of being admitted to the meeting) or the imposition of some random means of selection or otherwise as they shall in their absolute discretion consider to be appropriate, and may from time to time vary any relevant special rights such arrangements or restrictions attached make new arrangements in place therefor and the entitlement of any Member or proxy to attend a general meeting at such place shall be subject to any shares, notices shall such arrangements as may be given for the time being in force and by the notice of meeting stated to every member as apply to that meeting. In the case of the record date for such meeting and to the Directors. The beneficial owners nominated to enjoy information rights under the Companies Act and the auditors of the Company are entitled to receive all notices of, and other communications relating to, any general meeting to which any member is entitled to receive. 17.3 Subject to such arrangements apply the provisions of the Companies Act, the notice shall specify the place (including without limitation any satellite meeting place arranged for the purposes of Article 18.9, which shall be identified as such in the notice), the date and the time of meeting and the general nature of the business to be transactedDirectors shall, and in the case of an annual any other general meeting shall specify the Directors may, when specifying the place of the general meeting, direct that the meeting as such. In the case of shall be held at a meeting to pass a special resolution, the notice shall specify the intention to propose the resolution as a special resolution. 17.4 The notice of a general meeting must specify a time (which must not be more than 48 hours, excluding any part of a day that is not a working day, before the time fixed for the meeting) by which a person must be entered on the register in order to have the right to attend or vote at the meeting. Changes to entries on the register after the time place specified in the notice will be disregarded in deciding at which the rights chairman of any person the meeting shall preside ("the Principal Place") and make arrangements for simultaneous attendance and participation at other places by members otherwise entitled to attend the general meeting but excluded therefrom under the provisions of this Article or vote. 17.5 Where who wish to attend at any of such other places provided that persons attending at the Company has given an electronic address Principal Place and at any of such other places shall be able to see and hear and be seen and heard by persons attending at the Principal Place and at such other places. Such arrangements for simultaneous attendance may include arrangements for controlling the level of attendance in any notice manner aforesaid at such other places provided that they shall operate so that any such excluded members as aforesaid are able to attend at one of meeting, such other places. For the purposes of all other provisions of these Articles any document or information relating to proceedings such meeting shall be treated as being held and taking place at the meeting may be sent by electronic means to that address, subject to any conditions or limitations specified in the relevant notice of meetingPrincipal Place. 17.6 The accidental omission to send notice of a meeting or resolution, or to send any notification where required by the Companies Act or these Articles in relation to the publication of a notice of meeting on a website, or to send a form of proxy where required by the Companies Act or these Articles, to any person entitled to receive it, or the non-receipt for any reason of any such notice, resolution or notification or form of proxy by that person, whether or not the Company is aware of such omission or non-receipt, shall not invalidate the proceedings at that meeting.

Appears in 2 contracts

Samples: Memorandum and Articles of Association (Ryanair Holdings PLC), Deposit Agreement (Ryanair Holdings PLC)

NOTICE OF GENERAL MEETINGS. 17.1 At least 21 clear days’ notice must be given to call an annual general meeting. Subject to the provisions of the Companies Act, at least 14 clear days’ notice must be given to call all other general meetings. A general meeting may be called by shorter notice if it is so agreed by a majority in number of the members having a right to attend and vote at the meeting, being a majority who together hold not less than 95 per cent. in nominal value of the shares giving that right. 17.2 Subject to the provisions of the Companies Act and any relevant special rights or restrictions attached to any shares, notices shall be given to every member as of the record date for such meeting and to the Directors. The beneficial owners nominated to enjoy information rights under the Companies Act and the auditors of the Company are entitled to receive all notices of, and other communications relating to, any general meeting which any member is entitled to receive. 17.3 Subject to the provisions of the Companies Act, the notice shall specify the place (including without limitation any satellite meeting place arranged for the purposes of Article 18.919.9, which shall be identified as such in the notice), the date and the time of meeting and the general nature of the business to be transacted, and in the case of an annual general meeting shall specify the meeting as such. In the case of a meeting to pass a special resolution, the notice shall specify the intention to propose the resolution as a special resolution. 17.4 The notice of a general meeting must specify a time (which must not be more than 48 hours, excluding any part of a day that is not a working day, before the time fixed for the meeting) by which a person Person must be entered on the register in order to have the right to attend or vote at the meeting. Changes to entries on the register after the time specified in the notice will be disregarded in deciding the rights of any person Person to attend or vote. 17.5 Where the Company has given an electronic address in any notice of meeting, any document or information relating to proceedings at the meeting may be sent by electronic means to that address, subject to any conditions or limitations specified in the relevant notice of meeting. 17.6 The accidental omission to send notice of a meeting or resolution, or to send any notification where required by the Companies Act or these Articles in relation to the publication of a notice of meeting on a website, or to send a form of proxy where required by the Companies Act or these Articles, to any person Person entitled to receive it, or the non-receipt for any reason of any such notice, resolution or notification or form of proxy by that personPerson, whether or not the Company is aware of such omission or non-receipt, shall not invalidate the proceedings at that meeting.

Appears in 1 contract

Samples: Business Combination Agreement (FMC Technologies Inc)

NOTICE OF GENERAL MEETINGS. 17.1 At 25.1 Subject to any requirements of the Designated Stock Exchange with respect to required notice timing, at least 21 clear five (5) calendar days’ notice must shall be given of any general meeting in accordance with the requirements of the Designated Stock Exchange. Every notice shall be exclusive of the day on which it is given or deemed to call be given and of the day for which it is given. Every notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article 25 has been given and whether or not the provisions of these Articles regarding general meetings have been complied with, be deemed to have been duly convened if Applicable Law so permits and it is so agreed: (a) in the case of an annual general meeting. Subject to the provisions , by all of the Companies ActMembers entitled to attend and vote thereat or their proxies; and (b) in the case of an extraordinary general meeting, at least 14 clear days’ notice must be given to call all other general meetings. A general meeting may be called by shorter notice if it is so agreed by a majority in number of the members Members having a right to attend and vote at the meeting, being a majority who together hold holding not less than 95 sixty-six and two-thirds per cent. cent (66 2/3%) in nominal par value of the shares Shares giving that righta right to vote or their proxies. 17.2 Subject 25.2 The accidental omission to give notice of a general meeting to, or the provisions non-receipt of the Companies Act and notice of a general meeting by, any relevant special rights or restrictions attached to any shares, notices shall be given to every member as of the record date for such meeting and to the Directors. The beneficial owners nominated to enjoy information rights under the Companies Act and the auditors of the Company are person entitled to receive all notices of, and other communications relating to, any such notice shall not invalidate the proceedings of that general meeting which any member is entitled to receivemeeting. 17.3 Subject to the provisions of the Companies Act, the 25.3 The notice shall specify the place (including without limitation any satellite meeting place arranged for the purposes of Article 18.9, which shall be identified as such in the notice), the date and the time of meeting and the general nature of the business to be transacted, and in the case of convening an annual general meeting shall specify the meeting as such. In , and the case of notice convening a meeting to pass a special resolution, the notice Special Resolution shall specify the intention to propose the resolution as a special resolutionSpecial Resolution. Notice of every general meeting shall be given to all Members other than such as, under the provisions of these Articles or the terms of issue of the Shares they hold, are not entitled to receive such notice from the Company. 17.4 The 25.4 There shall appear with reasonable prominence in every notice of general meetings of the Company a general meeting must specify statement that a time (which must Member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him and that a proxy need not be more than 48 hours, excluding any part of a day that is not a working day, before the time fixed for the meeting) by which a person must be entered on the register in order to have the right to attend or vote at the meeting. Changes to entries on the register after the time specified in the notice will be disregarded in deciding the rights of any person to attend or voteMember. 17.5 Where 25.5 In cases where instruments of proxy are sent out with notices, the Company has given an electronic address in any notice of meeting, any document or information relating to proceedings at the meeting may be sent by electronic means to that address, subject to any conditions or limitations specified in the relevant notice of meeting. 17.6 The accidental omission to send notice of a meeting or resolution, or to send any notification where required by the Companies Act or these Articles in relation to the publication of a notice of meeting on a website, or to send a form such instrument of proxy where required by the Companies Act or these Articles, to any person entitled to receive itto, or the non-receipt for any reason of any such notice, resolution or notification or form instrument of proxy by that personby, whether or not the Company is aware of such omission or non-receipt, any person entitled to receive notice shall not invalidate the proceedings any resolution passed or any proceeding at that any such meeting.

Appears in 1 contract

Samples: Business Combination Agreement (Ajax I)

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NOTICE OF GENERAL MEETINGS. 17.1 At least 21 clear days’ notice must be given to call an annual general meeting. (a) Subject to the provisions of the Companies Act, at least 14 clear days’ notice must be given to call all other general meetings. A Acts allowing a general meeting may to be called by shorter notice, an annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by at least twenty−one clear days' notice if it is so agreed and all other extraordinary general meetings shall be called by a majority in number of the members having a right to attend and vote at the meeting, being a majority who together hold not less than 95 per cent. in nominal value of the shares giving that rightleast fourteen clear days' notice. 17.2 Subject to the provisions of the Companies Act and any relevant special rights or restrictions attached to any shares, notices shall be given to every member as of the record date for such meeting and to the Directors. The beneficial owners nominated to enjoy information rights under the Companies Act and the auditors of the Company are entitled to receive all notices of, and other communications relating to, any (b) Any notice convening a general meeting which any member is entitled to receive. 17.3 Subject to the provisions of the Companies Act, the notice shall specify the time and place (including without limitation any satellite meeting place arranged for of the purposes of Article 18.9, which shall be identified as such in the notice), the date and the time of meeting and the general nature of the business to be transacted. It shall also give particulars of any Directors who are to retire by rotation or otherwise at the meeting and of any persons who are recommended by the Directors for appointment or re− appointment as Directors at the meeting, or in respect of whom notice has been duly given to the Company of the intention to propose them for appointment or re− appointment as Directors at the meeting. Subject to any restrictions imposed on any shares, the notice shall be given to all the members, to all persons entitled to a share by reason of the death or bankruptcy of a member and to the Directors, Secretary and the Auditors and any other person required to receive notice under the Acts. (c) The Directors may determine, in the case of an annual members, that only members whose names are entered on the Register at the close of business on a particular day chosen by the Directors are entitled to receive notice of a general meeting meeting, provided that such day falls not more than 7 days before the day on which notice is given. (d) The Directors shall specify in the meeting as such. In the case of a meeting to pass a special resolution, the notice shall specify the intention to propose the resolution as a special resolution. 17.4 The notice of a general meeting must specify a time (which must not be more than 48 hours, excluding any part of a day that is not a working day, before the time fixed for the meeting) by which a voting record date. A person must shall be entered on the register Register at the voting record date in order for that person to have exercise the right of a member to attend or participate and vote at the meeting. Changes general meeting and any change to entries an entry on the register Register after the time specified in the notice will voting record date shall be disregarded in deciding determining the rights right of any person to attend or vote. 17.5 Where the Company has given an electronic address in any notice of meeting, any document or information relating to proceedings and vote at the meeting may be sent by electronic means to that address, subject to any conditions or limitations specified in the relevant notice of meeting. 17.6 (e) The accidental omission to send give notice of a meeting or resolutionto, or to send any notification where required by the Companies Act or these Articles in relation to the publication non−receipt of notice of a notice of meeting on a websiteby, or to send a form of proxy where required by the Companies Act or these Articles, to any person entitled to receive it, or the non-receipt for any reason of any such notice, resolution or notification or form of proxy by that person, whether or not the Company is aware of such omission or non-receipt, notice shall not invalidate the proceedings at that the meeting. (f) there, by any provision contained in the Acts, extended notice is required of a resolution, the resolution shall not be effective (except where the Directors of the Company have resolved to submit it) unless notice of the intention to move it has been given to the Company not less than twenty−eight days (or such shorter period as the Acts permit) before the meeting at which it is moved, and the Company shall give to the members notice of any such resolution as required by it and in accordance with the provisions of the Acts.

Appears in 1 contract

Samples: Investment Agreement

NOTICE OF GENERAL MEETINGS. 17.1 At least 21 clear 24.1 The notice of any general meeting of Members shall be sent or otherwise given in accordance with these Articles not less than ten (10) calendar days (but not more than sixty (60) calendar days) before the date of the meeting to each Member entitled to vote at such meeting. Every notice must shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given. The notice shall specify the place, if any, date and time of the meeting, the means of remote communication, if any, by which Members and proxy holders may be deemed to call be present in person and vote at such meeting, and, in the case of an extraordinary general meeting, the purpose or purposes for which the meeting is called. The notice shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed: (a) in the case of an annual general meeting. Subject , by all the Members (or their proxies) entitled to attend and vote thereat; and (b) in the provisions case of an extraordinary general meeting, by the Companies Act, at least 14 clear days’ notice must be given to call all other general meetings. A general meeting may be called by shorter notice if it is so agreed by a majority in number of the members Members (or their proxies) having a right to attend and vote at the meeting, being a majority who together hold holding not less than 95 per cent. in nominal value a majority of the shares giving that right. 17.2 Subject to the provisions of the Companies Act and any relevant special rights or restrictions attached to any shares, notices shall be given to every member as of the record date for such meeting and to the Directors. 24.2 The beneficial owners nominated to enjoy information rights under the Companies Act and the auditors of the Company are entitled to receive all notices of, and other communications relating to, any general meeting which any member is entitled to receive. 17.3 Subject to the provisions of the Companies Act, the notice shall specify the place (including without limitation any satellite meeting place arranged for the purposes of Article 18.9, which shall be identified as such in the notice), the date and the time of meeting and the general nature of the business to be transacted, and in the case of convening an annual general meeting shall specify the meeting as such. In , and the case of notice convening a meeting to pass a special resolution, the notice Special Resolution shall specify the intention to propose the resolution as a special resolutionSpecial Resolution. Notice of every general meeting shall be given to all Members other than such as, under the provisions hereof or the terms of issue of the shares they hold, are not entitled to receive such notice from the Company. 17.4 The 24.3 In cases where instruments of proxy are sent out with a notice of a general meeting must specify a time (which must not be more than 48 hours, excluding any part of a day that is not a working day, before the time fixed for the meeting) by which a person must be entered on the register in order to have the right to attend or vote at the meeting. Changes to entries on the register after the time specified in the notice will be disregarded in deciding the rights of any person to attend or vote. 17.5 Where the Company has given an electronic address in any notice of meeting, any document or information relating to proceedings at the meeting may be sent by electronic means to that address, subject to any conditions or limitations specified in the relevant notice of meeting. 17.6 The accidental omission to send notice of a meeting or resolution, or to send any notification where required by the Companies Act or these Articles in relation to the publication of a notice of meeting on a website, or to send a form such instrument of proxy where required by the Companies Act or these Articles, to any person entitled to receive itto, or the non-receipt for any reason of any such notice, resolution or notification or form instrument of proxy by, any person entitled to receive notice shall not invalidate any resolution passed or any proceeding at any such meeting. 24.4 The accidental omission to give notice of a meeting to or the non receipt of a notice of a meeting by that person, whether or not the Company is aware of such omission or non-receipt, any Member shall not invalidate the proceedings at that any meeting.

Appears in 1 contract

Samples: Investment Agreement (Vertical Aerospace Ltd.)

NOTICE OF GENERAL MEETINGS. 17.1 At least 21 clear days’ notice must be given to call an annual general meeting. (a) Subject to the provisions of the Companies Act, at least 14 clear days’ notice must be given to call all other general meetings. A Acts allowing a general meeting may to be called by shorter notice, an annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by at least twenty-one Clear Days’ notice if it is so agreed and all other extraordinary general meetings shall be called by a majority in number of the members having a right to attend and vote at the meeting, being a majority who together hold not less than 95 per cent. in nominal value of the shares giving that rightleast fourteen Clear Days’ notice. 17.2 Subject to the provisions of the Companies Act and any relevant special rights or restrictions attached to any shares, notices shall be given to every member as of the record date for such meeting and to the Directors. The beneficial owners nominated to enjoy information rights under the Companies Act and the auditors of the Company are entitled to receive all notices of, and other communications relating to, any general meeting which any member is entitled to receive. 17.3 Subject to the provisions of the Companies Act, the (b) Any notice shall specify the place (including without limitation any satellite meeting place arranged for the purposes of Article 18.9, which shall be identified as such in the notice), the date and the time of meeting and the general nature of the business to be transacted, and in the case of an annual convening a general meeting shall specify the time and place of the meeting as such. In and, in the case of special business, the general nature of that business and, in reasonable prominence, that a member entitled to attend and vote is entitled to appoint a proxy or proxies to attend, speak and vote in his place and that a proxy need not be a member of the Company. It shall also give particulars of any Directors who are to retire by rotation or otherwise at the meeting and of any persons who are recommended by the Directors for appointment or re-appointment as Directors at the meeting or in respect of whom notice has been duly given to pass a special resolutionthe Company of the intention to propose them for appointment or re-appointment as Directors at the meeting. Subject to any restrictions imposed on any shares, the notice shall specify be given to all the intention members and to propose the resolution as a special resolutionDirectors and the Auditors. 17.4 The notice of a general meeting must specify a time (which must not be more than 48 hours, excluding any part of a day that is not a working day, before the time fixed for the meetingc) by which a person must be entered on the register in order to have the right to attend or vote at the meeting. Changes to entries on the register after the time specified in the notice will be disregarded in deciding the rights of any person to attend or vote. 17.5 Where the Company has given an electronic address in any notice of meeting, any document or information relating to proceedings at the meeting may be sent by electronic means to that address, subject to any conditions or limitations specified in the relevant notice of meeting. 17.6 The accidental omission to send give notice of a meeting or resolution, or to send any notification where required by the Companies Act or these Articles in relation to the publication of a notice of meeting on a website, or to send a form of proxy where required by the Companies Act or these Articles, to any person entitled to receive itto, or the non-receipt for of notice of a meeting by, any reason of any such notice, resolution or notification or form of proxy by that person, whether or not the Company is aware of such omission or non-receipt, person entitled to receive notice shall not invalidate the proceedings at that the meeting. (d) Where, by any provision contained in the Acts, extended notice is required of a resolution, the resolution shall not be effective (except where the Directors of the Company have resolved to submit it) unless notice of the intention to move it has been given to the Company not less than twenty-eight days (or such shorter period as the Acts permit) before the meeting at which it is moved, and the Company shall give to the members notice of any such resolution as required by and in accordance with the provisions of the Acts.

Appears in 1 contract

Samples: Transaction Agreement (Chiquita Brands International Inc)

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