Notice of Meeting. Written or printed notice, stating the place, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered by the Corporation by or at the direction of the Board of Directors, Chairman of the Board or the Secretary, or the officer calling the meeting not less than ten days nor more than 60 days before the date of the meeting, either personally, by electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware (except to the extent prohibited by Section 232(e) of the General Corporation Law of the State of Delaware) or by mail, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at the address as it appears on the stock transfer books of the Corporation. If notice is given by electronic transmission, such notice shall be deemed to be given at the times provided in the General Corporation Law of the State of Delaware. Such further notice shall be given as may be required by law. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Section 7.4 of these Bylaws. Any previously scheduled meeting of the stockholders may be postponed, and (a) unless the Certificate of Incorporation otherwise provides, any special meeting of the stockholders called by the Chairman of the Board or the Board of Directors may be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders and (b) any special meeting of stockholders called by the CEO or the Secretary at the request of stockholders pursuant to Section 2.2(a) of these Bylaws may be cancelled in accordance with Section 2.2(d) of these Bylaws.
Appears in 2 contracts
Samples: Certain Agreements (Icahn Carl C), Certain Agreements (Icahn Carl C)
Notice of Meeting. Written (A) Unless otherwise required by law, the Certificate of Incorporation or printed these bylaws of the Corporation (these “Bylaws”), written notice, stating the place, if any, date and hour time of the meeting, shall be given, not less than ten (10) days nor more than sixty (60) days before the date of the meeting, to each stockholder of record entitled to vote at such meeting. The notice shall specify (A) the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting), (B) the place, if any, date and time of such meeting, (C) the means of remote communicationscommunication, if any, by which stockholders and proxy holders proxyholders may be deemed to be present in person and vote at such meeting, and, and (D) in the case of a special meeting, the purpose or purposes for which the such meeting is called, . No business other than that specified in the notice thereof shall be delivered transacted at any special meeting. If the stockholder list referred to in Section 2.3 of these Bylaws is made accessible on an electronic network, the notice of meeting must indicate how the stockholder list can be accessed. If the meeting of stockholders is to be held solely by means of electronic communications, the notice of meeting must provide the information required to access such stockholder list during the meeting.
(B) Any notice to stockholders given by the Corporation by under the DGCL, the Certificate of Incorporation or at these Bylaws may be given in writing directed to the direction of the Board of Directors, Chairman of the Board stockholder’s mailing address (or the Secretary, or the officer calling the meeting not less than ten days nor more than 60 days before the date of the meeting, either personally, by electronic transmission in directed to the manner provided in Section 232 stockholder’s electronic mail address, as applicable) as it appears on the records of the General Corporation Law of the State of Delaware (except Corporation. A notice to the extent prohibited by Section 232(e) of the General Corporation Law of the State of Delaware) or by mail, to each a stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered given as follows: (i) if mailed, when the notice is deposited in the United States mail with postage thereon prepaid, addressed (ii) if delivered by courier service, the earlier of when the notice is received or left at such stockholder’s address, (iii) if given by electronic mail, when directed to such stockholder’s electronic mail address unless the stockholder has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail or such notice is prohibited by Section 232(e) of the DGCL, and (iv) if given by a form of electronic transmission consented to by the stockholder to whom the notice is given and otherwise meeting the requirements set forth above, (A) if by facsimile transmission, when directed to a number at which the stockholder has consented to receive notice, (B) if by a posting on an electronic network together with separate notice to the stockholder at of such specified posting, upon the address as it appears on later of (1) such posting and (2) the stock transfer books giving of such separate notice and (C) if by any other form of electronic transmission, when directed to the stockholder. A stockholder may revoke such stockholder’s consent to receiving notice by means of electronic transmission by giving written notice or electronic transmission of such revocation to the Corporation. If A notice is may not be given by an electronic transmission from and after the time that (1) the Corporation is unable to deliver by such electronic transmission two consecutive notices given by the Corporation and (2) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to discover such inability shall not invalidate any meeting or other action. “Electronic transmission” means any form of communication, not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such notice a recipient through an automated process. “Electronic mail” means an electronic transmission directed to a unique electronic mail address (which electronic mail shall be deemed to be given at include any files attached thereto and any information hyperlinked to a website if such electronic mail includes the times provided in the General Corporation Law contact information of an officer or agent of the State Corporation who is available to assist with accessing such files and information). “Electronic mail address” means a destination, commonly expressed as a string of Delaware. Such further notice shall be given characters, consisting of a unique user name or mailbox (commonly referred to as may be required by law. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Section 7.4 of these Bylaws. Any previously scheduled meeting the “local part” of the stockholders may be postponed, address) and a reference to an internet domain (a) unless commonly referred to as the Certificate of Incorporation otherwise provides, any special meeting “domain part” of the stockholders called by the Chairman of the Board address), whether or the Board of Directors may not displayed, to which electronic mail can be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders and (b) any special meeting of stockholders called by the CEO sent or the Secretary at the request of stockholders pursuant to Section 2.2(a) of these Bylaws may be cancelled in accordance with Section 2.2(d) of these Bylawsdelivered.
Appears in 2 contracts
Samples: Contribution Agreement (Texas Pacific Land Trust), Contribution Agreement (Texas Pacific Land Corp)
Notice of Meeting. Written Whenever stockholders are required or permitted to take action at a meeting, written or printed notice, notice stating the placeplace (if any), date and hour of the meetingdate, time, the means of remote communications, communications (if any, ) by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meetingmeetings, the purpose or purposes for which the meeting is calledpurposes, of such meeting, shall be delivered by the Corporation by or given to each stockholder of record entitled to vote at the direction such meeting as of the Board record date for determining stockholders entitled to notice of Directors, Chairman of the Board or the Secretary, or the officer calling the meeting not less than ten days (10) nor more than 60 sixty (60) days before the date of the meeting. All such notices shall be delivered, either personallypersonally or by mail, or by electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware DGCL (except to the extent prohibited by Section 232(e) of the General Corporation Law DGCL) by or at the direction of the State Board of Delaware) Directors, the Chair of the Board of Directors, the Chief Executive Officer or by mailthe Corporate Secretary, to each stockholder of record entitled to vote at such meeting. If and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail with mail, postage thereon prepaid, addressed to the stockholder at the his, her or its address as it the same appears on the stock transfer books records of the Corporation. If In the case of notice is given by electronic transmissioncommercial delivery service, such notice shall be deemed to be given when delivered into the control of the persons charged with effecting such delivery, the delivery charge to be paid by the Corporation or the person sending such notice and not by the addressee. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the stockholder attends for the express purpose of objecting at the times beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. A stockholder may also waive notice of a meeting as provided in the General Corporation Law of the State of Delaware. Such further notice shall be given as may be required by law. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Section 7.4 of these Bylaws. Any previously scheduled meeting of the stockholders may be postponed, and (a) unless the Amended and Restated Certificate of Incorporation of the Corporation (as amended from time to time, the “Certificate of Incorporation”) otherwise provides, ) any special meeting of the stockholders called by the Chairman of the Board or the Board of Directors may be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders and (b) any special meeting of stockholders called by the CEO or the Secretary at the request of stockholders pursuant to Section 2.2(a) of these Bylaws may be cancelled in accordance with Section 2.2(d) of these Bylawsstockholders.
Appears in 2 contracts
Samples: Merger Agreement (Arch Resources, Inc.), Merger Agreement (CONSOL Energy Inc.)
Notice of Meeting. Written or printed notice, stating the place, date if any, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not fewer than ten days nor greater than 60 days before the date of the meeting, in a manner pursuant to Section 7.7 hereof, to each stockholder of record entitled to vote at such meeting. The notice shall specify (a) the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting), (b) the place, if any, date and time of such meeting, (c) the means of remote communications, if any, by which stockholders and proxy holders proxyholders may be deemed to be present in person and vote at such meeting, and, (d) in the case of a special meeting, the purpose or purposes for which the such meeting is called, shall called and (e) such other information as may be delivered required by applicable law or as may be deemed appropriate by the Corporation by or at Board, the direction of the Board of Directors, Chairman of the Board or the Secretary, Chief Executive Officer or the officer calling Secretary of the Corporation. If the stockholder list referred to in Section 2.4 of these Bylaws is made accessible on an electronic network, the notice of meeting must indicate how the stockholder list can be accessed. If the meeting not less than ten days nor more than 60 days before of stockholders is to be held solely by means of electronic communications, the date notice of meeting must provide the meeting, either personally, by electronic transmission in information required to access such stockholder list during the manner provided in Section 232 of the General Corporation Law of the State of Delaware (except to the extent prohibited by Section 232(e) of the General Corporation Law of the State of Delaware) or by mail, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at the his/her address as it appears on the stock transfer books of the Corporation. If The Corporation may provide stockholders with notice is given of a meeting by electronic transmission, transmission provided such stockholders have consented to receiving electronic notice shall be deemed to be given at in accordance with the times provided in the General Corporation Law of the State of DelawareDGCL. Such further notice shall be given as may be required by applicable law. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the notice of meeting. An affidavit that notice has been given, executed by the Secretary of the Corporation, Assistant Secretary or any transfer agent or other agent of the Corporation, shall be prima facie evidence of the facts stated in the notice in the absence of fraud. Notice shall be deemed to have been given to all stockholders who share an address if notice is given in accordance with the “householding” rules set forth in Rule 14a-3(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 233 of the DGCL. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Section 7.4 of these Bylaws. Any previously scheduled meeting of the stockholders may be postponed, and (a) unless the Certificate of Incorporation otherwise provides, any special meeting of the stockholders called by the Chairman of the Board or the Board of Directors may be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders and (b) any special meeting of stockholders called by the CEO or the Secretary at the request of stockholders pursuant to Section 2.2(a) of these Bylaws may be cancelled in accordance with Section 2.2(d) of these Bylaws.
Appears in 1 contract
Samples: Business Combination Agreement (Climate Change Crisis Real Impact I Acquisition Corp)
Notice of Meeting. Written or printed notice, stating the place, date and hour
(a) Notice of all meetings of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, Limited Partners shall be mailed or delivered by the Corporation by or at Transfer Agent to the direction Limited Partners as indicated on the Register as of the Board of Directorsdate selected by the Partnership GP, Chairman each director of the Board or Partnership GP and to the Secretary, or auditors of the officer calling the meeting Partnership not less than ten days 21 nor more than 60 50 days (or within such other number of days as required by law or relevant stock exchange) before the date meeting. Such notice shall specify the time when, and the place where, such meeting is to be held and shall state briefly the general nature of the business to be transacted at such meeting and shall otherwise include such information as would be provided to shareholders of a corporation governed by the CBCA in connection with a meeting of shareholders.
(b) Any adjourned meeting, either personallyother than a meeting adjourned for lack of a quorum, by electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware (except to the extent prohibited by Section 232(e) of the General Corporation Law of the State of Delaware) or by mail, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at the address as it appears on the stock transfer books of the Corporation. If notice is given by electronic transmission, such notice shall be deemed to be given at the times provided in the General Corporation Law of the State of Delaware. Such further notice shall be given as may be required by law. Meetings may be held as adjourned without further notice. Notwithstanding the foregoing, a meeting of Limited Partners may be held at any time without notice if all stockholders entitled to vote of the Limited Partners are present, present or if notice is waived by represented thereat or those not so present in accordance with Section 7.4 of these Bylawsor represented have waived notice. Any previously scheduled Limited Partner (or a duly appointed proxy thereof) may waive any notice required to be given under this Agreement, and such waiver, whether given before or after the meeting, shall cure any default in the giving of such notice.
(c) Attendance at a meeting of the stockholders may be postponed, and (a) Limited Partners shall constitute a waiver of notice unless the Certificate Limited Partner or other Person attends the meeting for the express purpose of Incorporation otherwise providesobjecting to the transaction of any business on the grounds that the meeting is not properly called.
(d) For certainty and notwithstanding any other provision of this Agreement, the Partnership shall be permitted to utilize the “notice and access” delivery procedures set out in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, as replaced or amended from time to time, for the purposes of providing notice of a meeting of Limited Partners to the Limited Partners and for purposes of delivery of such other meeting materials required to be delivered to the Limited Partners pursuant to this Agreement (including, without limitation, any special meeting of the stockholders called by the Chairman of the Board or the Board of Directors may information circular required to be cancelled, by resolution of the Board of Directors upon public notice given prior delivered to the date previously scheduled for such meeting of stockholders and (b) any special meeting of stockholders called by the CEO or the Secretary at the request of stockholders Limited Partners pursuant to Section 2.2(a11.5 hereof) of these Bylaws may be cancelled in accordance with Section 2.2(d) of these Bylawsand Applicable Securities Laws.
Appears in 1 contract
Samples: Limited Partnership Agreement
Notice of Meeting. Written or printed notice, stating the place, date and hour time of the meeting, the means of remote communications, if any, by which stockholders meeting and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered by the Corporation by or at the direction of the Board of Directors, Chairman of the Board or the Secretary, or the officer calling the meeting not less than ten (10) days nor more than 60 sixty (60) days before the date of the meeting, either personally, by electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware (except the “DGCL”)(except to the extent prohibited by Section 232(e) of the General Corporation Law of the State of DelawareDGCL) or by mail, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at the his or her address as it appears on the stock transfer books of the Corporation. If notice is given by electronic transmission, such notice shall be deemed to be given at the times provided in the General Corporation Law of the State of DelawareDGCL. Such further notice shall be given as may be required by law. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Section 7.4 6.4 of these Bylaws. Any previously scheduled meeting of the stockholders may be postponed, and (a) unless otherwise provided in the Amended and Restated Certificate of Incorporation otherwise providesIncorporation, as may be amended from time to time (the “Certificate of Incorporation”)) any special meeting of the stockholders called by the Chairman of the Board or the Board of Directors may be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders and (b) any special meeting of stockholders called by the CEO or the Secretary at the request of stockholders pursuant to Section 2.2(a) of these Bylaws may be cancelled in accordance with Section 2.2(d) of these Bylawsstockholders.
Appears in 1 contract
Notice of Meeting. Written When calling a meeting the Board shall cause a written or printed notice, stating notice of such meeting to be given to each Member of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Such notice shall state (i) the place, date and hour of the meeting, (ii) that it is being issued by or at the means direction of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the Person calling the meeting and, (iii) in the case of a special meeting, the purpose or purposes for which the meeting is called. Notwithstanding paragraph (a) hereof, notice of meeting need not be given to any Member who submits a signed waiver of notice, in person or by proxy. The attendance of a Member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall be delivered constitute a waiver of notice of such meeting by the Corporation by or at the direction such Member. Quorum . The Members holding a majority of the Board of Directors, Chairman of the Board or the Secretary, or the officer calling the meeting not less than ten days nor more than 60 days before the date of the meeting, either personally, by electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware (except to the extent prohibited by Section 232(e) of the General Corporation Law of the State of Delaware) or by mail, to each stockholder of record all issued and outstanding Units entitled to vote shall constitute a quorum at a meeting of Members for the transaction of any business, provided that if such meetingbusiness involves any matter set forth in Section 5.01(d), in order to constitute a quorum the Members holding at least a majority of the Class A Units shall also be required to be in attendance. If mailedsuch Members are not present at a meeting, the Members present may adjourn the meeting despite the absence of a quorum. Proxies . At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by his or her duly authorized attorney-in-fact. In order to be effective, such notice proxy shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at the address as it appears on the stock transfer books of the Corporation. If notice is given by electronic transmission, such notice shall be deemed to be given at the times provided in the General Corporation Law of the State of Delaware. Such further notice shall be given as may be required by law. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Section 7.4 of these Bylaws. Any previously scheduled meeting of the stockholders may be postponed, and (a) unless be signed in the Certificate of Incorporation otherwise provides, any special meeting exact name of the stockholders called by Member on record with the Chairman of the Board or the Board of Directors may be cancelledCompany, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders and (b) any special be filed with the Board before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Action by Members Without a Meeting . Any action required or permitted to be taken by vote at a meeting of stockholders called the Members (including Members holding any class of Units) may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken shall be signed by the CEO Members who hold the voting interests having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Secretary at Members entitled to vote therein were present and voted and shall be delivered to the request principal office of stockholders pursuant the Company or to Section 2.2(athe Board. Every written consent shall bear the date and signature of each Member who signs the consent, and no such consent shall be effective to take the action referred to therein unless within sixty (60) days of the earliest date a consent is delivered in the manner described in paragraph (a) of these Bylaws may this Section 5.07, written consents signed by a sufficient number of Members to take the action are similarly delivered to the Company. Prompt notice of the taking of the action without a meeting by less than unanimous written consent shall be cancelled given to those Members who have not consented in accordance with Section 2.2(d) writing but who would have been entitled to vote thereon had such action been taken at a meeting. TRANSFER OF UNITS INTERESTS Assignment or Transfer of these BylawsUnits .
Appears in 1 contract
Samples: Operating Agreement
Notice of Meeting. Written or printed notice(a) A notice of meeting, stating the placeplace (if any), date day and hour of the meeting, and the means of remote communicationscommunication, if any, by which stockholders the Members and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be prepared and delivered by the Corporation by or at the direction of the Board of Directors, Chairman of the Board or the Secretary, or the officer calling the meeting Company not less than ten twenty (20) days nor and not more than 60 sixty (60) days before the date of the meeting, either personally, by electronic transmission mail or, to the extent and in the manner provided in Section 232 of the General Corporation Law of the State of Delaware (except to the extent prohibited permitted by Section 232(e) of the General Corporation Law of the State of Delaware) or by mailapplicable law, electronically, to each stockholder Member of record who is entitled to vote at such meeting. If mailedIn the case of special meetings, such the notice shall be deemed to be delivered when deposited in state the United States mail with postage thereon prepaid, addressed to the stockholder at the address as it appears on the stock transfer books of the Corporation. If notice purpose or purposes for which such special meeting is given by electronic transmission, such notice shall be deemed to be given at the times provided in the General Corporation Law of the State of Delawarecalled. Such further notice shall be given as may be required by applicable law. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Section 7.4 of these Bylaws. Any previously scheduled meeting of the stockholders Members may be postponed, and (a) unless the Certificate of Incorporation this Agreement otherwise provides, ) any special meeting of the stockholders called by the Chairman of the Board or the Board of Directors Members may be cancelledcanceled, by resolution of the Board of Directors upon public notice given prior to the date time previously scheduled for such meeting of stockholders Members. Any notice of meeting given to Members pursuant to this Section 9.5 shall be effective if given by a form of Electronic Transmission consented to by the Member to whom the notice is given. Any such consent shall be revocable by the Member by written notice to the Company and shall also be deemed revoked if (1) the Company is unable to deliver by Electronic Transmission two (2) consecutive notices given by the Company in accordance with such consent, and (2) such inability becomes known to the Secretary of the Company, the Transfer Agent or other person responsible for the giving of notice; provided, that, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.
(b) Notice to Members shall be given personally, by mail or, to the extent and in the manner permitted by applicable law, electronically to each Member of record. If mailed, such notice shall be delivered by postage prepaid envelope directed to each Member at such Member’s address as it appears in the records of the Company and shall be deemed given when deposited in the United States mail.
(c) In order that the Company may determine the Members entitled to notice of or to vote at any special meeting of stockholders called Members, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the CEO Board of Directors, and which record date shall not be more than sixty (60) or fewer than twenty (20) days before the date of such meeting (unless such requirement conflicts with any rule, regulation, guideline or requirement of Nasdaq Global Market or any other securities exchange or service on which the Common Shares are listed or quoted for trading, in which case the rule, regulation, guideline or requirement of such exchange shall govern). If no record date is fixed by the Board of Directors, the record date for determining Members entitled to notice of or to vote at any meeting of Members shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at a meeting of Members shall apply to any adjournment or postponement of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned or postponed meeting.
(d) Notice given by Electronic Transmission pursuant to this subsection shall be deemed given: (1) if by facsimile telecommunication, when directed to a facsimile telecommunication number at which the Member has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the Member has consented to receive notice; (3) if by posting on an electronic network together with separate notice to the Member of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of Electronic Transmission, when directed to the Member. An affidavit of the Secretary at or an assistant Secretary or of the request Transfer Agent or other agent of stockholders pursuant to Section 2.2(a) the Company that the notice has been given by personal delivery, mail or a form of these Bylaws may Electronic Transmission shall, in the absence of fraud, be cancelled in accordance with Section 2.2(d) prima facie evidence of these Bylawsthe facts stated therein.
Appears in 1 contract
Samples: Operating Agreement (Atlas Industries Holdings LLC)
Notice of Meeting. Written or printed notice, stating the place, date and hour
(a) Notice of all meetings of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, Limited Partners shall be mailed or delivered by the Corporation by or at Transfer Agent to the direction Limited Partners as indicated on the Register as of the Board of Directorsdate selected by the Partnership GP, Chairman each director of the Board or Partnership GP and to the Secretary, or auditors of the officer calling the meeting Partnership not less than ten days 21 nor more than 60 50 days (or within such other number of days as required by law or relevant stock exchange) before the date meeting. Such notice shall specify the time when, and the place where, such meeting is to be held and shall state briefly the general nature of the business to be transacted at such meeting and shall otherwise include such information as would be provided to shareholders of a corporation governed by the CBCA in connection with a meeting of shareholders.
(b) Any adjourned meeting, either personallyother than a meeting adjourned for lack of a quorum, by electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware (except to the extent prohibited by Section 232(e) of the General Corporation Law of the State of Delaware) or by mail, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at the address as it appears on the stock transfer books of the Corporation. If notice is given by electronic transmission, such notice shall be deemed to be given at the times provided in the General Corporation Law of the State of Delaware. Such further notice shall be given as may be required by law. Meetings may be held as adjourned without further notice. Notwithstanding the foregoing, a meeting of Limited Partners may be held at any time without notice if all stockholders entitled to vote of the Limited Partners are present, present or if notice is waived by represented thereat or those not so present in accordance with Section 7.4 of these Bylawsor represented have waived notice. Any previously scheduled Limited Partner (or a duly appointed proxy thereof) may waive any notice required to be given under this Agreement, and such waiver, whether given before or after the meeting, shall cure any default in the giving of such notice.
(c) Attendance at a meeting of the stockholders may be postponed, and (a) Limited Partners shall constitute a waiver of notice unless the Certificate Limited Partner or other Person attends the meeting for the express purpose of Incorporation otherwise providesobjecting to the transaction of any business on the grounds that the meeting is not properly called.
(d) For certainty and notwithstanding any other provision of this Agreement, the Partnership shall be permitted to utilize the “notice and access” delivery procedures set out in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, as replaced or amended from time to time, for the purposes of providing notice of a meeting of Limited Partners to the Limited Partners and for purposes of delivery of such other meeting materials required to be delivered to the Limited Partners pursuant to this Agreement (including, without limitation, any special meeting of the stockholders called by the Chairman of the Board or the Board of Directors may information circular required to be cancelled, by resolution of the Board of Directors upon public notice given prior delivered to the date previously scheduled for such meeting of stockholders and (b) any special meeting of stockholders called by the CEO or the Secretary at the request of stockholders Limited Partners pursuant to Section 2.2(a12.5 hereof) of these Bylaws may be cancelled in accordance with Section 2.2(d) of these Bylaws.and Applicable Securities Laws.
Appears in 1 contract
Notice of Meeting. Written or printed notice, stating the place, date if any, day and hour of the meeting, the means of remote communications, if any, by which stockholders meeting and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered by the Corporation by or at the direction of the Board of Directors, Chairman of the Board or the Secretary, or the officer calling the meeting given not less than ten days nor more than 60 days before the date of the meeting, either personally, by electronic transmission in the a manner provided in pursuant to Section 232 of the General Corporation Law of the State of Delaware (except to the extent prohibited by Section 232(e) of the General Corporation Law of the State of Delaware) or by mail7.7 hereof, to each stockholder of record entitled to vote at such meeting. The notice shall specify (i) the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting), (ii) the place, if any, date and time of such meeting, (iii) the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, (iv) in the case of a special meeting, the purpose or purposes for which such meeting is called and (v) such other information as may be required by applicable law or as may be deemed appropriate by the Board, the Chairman of the Board or the Chief Executive Officer or the Secretary of the Corporation. If the stockholder list referred to in Section 2.4 of these Bylaws is made accessible on an electronic network, the notice of meeting must indicate how the stockholder list can be accessed. If the meeting of stockholders is to be held solely by means of electronic communications, the notice of meeting must provide the information required to access such stockholder list during the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at the his address as it appears on the stock transfer books of the Corporation. If The Corporation may provide stockholders with notice is given of a meeting by electronic transmission, transmission provided such stockholders have consented to receiving electronic notice shall be deemed to be given at in accordance with the times provided in the General Corporation Law of the State of DelawareDGCL. Such further notice shall be given as may be required by applicable law. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the notice of meeting. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Section 7.4 of these Bylaws. Any previously scheduled meeting of the stockholders may be postponed, and (a) unless the Certificate of Incorporation otherwise provides, any special meeting of the stockholders called by the Chairman of the Board or the Board of Directors may be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders and (b) any special meeting of stockholders called by the CEO or the Secretary at the request of stockholders pursuant to Section 2.2(a) of these Bylaws may be cancelled in accordance with Section 2.2(d) of these Bylaws.
Appears in 1 contract
Notice of Meeting. Written or printed notice, stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, andthe record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting), and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered given by the Corporation by or at the direction of the Board of Directors, Chairman of the Board or the Secretary, or the officer calling the meeting not less than ten (10) days nor more than 60 sixty (60) days before the date of the meeting, either personally, by electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware (except to the extent prohibited by Section 232(e) of the General Corporation Law of the State of Delaware) or by mail, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered given when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at the such stockholder’s address as it appears on the stock transfer books records of the Corporation. If notice is given by electronic transmission, such notice shall be deemed to be given at the times provided in the General Corporation Law of the State of Delaware. Such further notice shall be given as may be required by applicable law. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Section 7.4 of these Bylaws. Any previously scheduled meeting of the stockholders may be postponed, and (a) unless the Certificate of Incorporation otherwise provides, ) any special meeting of the stockholders called by the Chairman of the Board or the Board of Directors may be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders and (b) any special meeting of stockholders called by the CEO or the Secretary at the request of stockholders pursuant to Section 2.2(a) of these Bylaws may be cancelled in accordance with Section 2.2(d) of these Bylawsstockholders.
Appears in 1 contract
Samples: Investment Agreement (SilverSun Technologies, Inc.)
Notice of Meeting. Written or printed noticeA notice of meeting, stating the placeplace (if any), date day and hour of the meeting, and the means of remote communicationscommunication, if any, by which stockholders Partners and proxy holders may be deemed to be present in person and vote at such meeting, and, shall be prepared and delivered in the manner set forth in this Section 17.05 by the Partnership not less than ten (10) days and not more than sixty (60) days before the date of the meeting to each Partner of record. In the case of a special meetingmeetings, the notice shall state the purpose or purposes for which the such special meeting is called, shall be delivered by the Corporation by or at the direction of the Board of Directors, Chairman of the Board or the Secretary, or the officer calling the meeting not less than ten days nor more than 60 days before the date of the meeting, either personally, by electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware (except to the extent prohibited by Section 232(e) of the General Corporation Law of the State of Delaware) or by mail, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at the address as it appears on the stock transfer books of the Corporation. If notice is given by electronic transmission, such notice shall be deemed to be given at the times provided in the General Corporation Law of the State of Delaware. Such further notice shall be given as may be required by law. Meetings may Only such business shall be held without conducted at a special meeting of Partners as shall have been brought before the meeting pursuant to the Partnership’s notice if all stockholders entitled to vote are present, of meeting (or if notice is waived by those not present in accordance with Section 7.4 of these Bylawsany supplement thereto). Any previously scheduled meeting of the stockholders Partners may be postponed, and (a) unless the Certificate of Incorporation this Agreement otherwise provides, ) any special meeting of the stockholders called Partners may be canceled, by the Chairman of the Board General Partner or the Board of Directors may be cancelled, by resolution of the Board of Directors upon public notice given prior to the date time previously scheduled for such meeting of stockholders Partners. Notice to Partners shall be given personally, by mail or, to the extent and in the manner permitted by applicable law, electronically to each Partner of record. If mailed, such notice shall be delivered by postage prepaid envelope directed to each holder at such Partner’s address as it appears in the records of the Partnership and shall be deemed given when deposited in the United States mail. Notice given by electronic transmission pursuant to this subsection shall be deemed given: (1) if by facsimile telecommunication, when directed to a facsimile telecommunication number at which the Partner has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the Partner has consented to receive notice; (3) if by posting on an electronic network at which the Partner has consented to receive notice together with separate notice to the Partner of such specific posting, upon the later of (A) such posting and (bB) the giving of such separate notice; and (4) if by any special other form of electronic transmission to which the Partner has consented to receive notice, when directed to the Partner. An affidavit of the Secretary or an assistant Secretary or of the Transfer Agent or other agent of the Partnership that the notice has been given by personal delivery, mail or a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. In order that the Partnership may determine the Partners entitled to notice of or to vote at any meeting of stockholders called Partners or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the CEO General Partner or the Secretary Board of Directors, and which record date shall not be more than sixty (60) or fewer than ten (10) days before the date of such meeting. If no record date is fixed by the General Partner or the Board of Directors, the record date for determining Partners entitled to notice of or to vote at any meeting of Partners or any adjournment thereof shall be at the request close of stockholders pursuant to Section 2.2(a) business on the day next preceding the day on which notice is given or, if notice is waived, at the close of these Bylaws may be cancelled in accordance with Section 2.2(d) of these Bylawsbusiness on the day next preceding the day on which the meeting is held.
Appears in 1 contract
Samples: Limited Partnership Agreement (Highland Financial Partners, L.P.)
Notice of Meeting. Written or printed notice, stating the place, date and hour Notice of the meetingdate, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered by the Corporation by or at the direction of the Board of Directors, Chairman of the Board or the Secretary, or the officer calling the meeting not less than ten days nor more than 60 days before the date of the meeting, either personally, by electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware (except to the extent prohibited by Section 232(e) of the General Corporation Law of the State of Delaware) or by mail, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at the address as it appears on the stock transfer books of the Corporation. If notice is given by electronic transmission, such notice shall be deemed to be given at the times provided in the General Corporation Law of the State of Delaware. Such further notice shall be given as may be required by law. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Section 7.4 of these Bylaws. Any previously scheduled meeting of the stockholders may be postponedtime, and (a) unless the Certificate place of Incorporation otherwise provides, any all special meeting of the stockholders called by the Chairman of the Board or the Board of Directors may be cancelled, by resolution meetings of the Board of Directors upon public or any committee designated by the Board shall be given by the Secretary, Assistant Secretary, or by the person calling the meeting, by mail, private carrier, telegram, facsimile transmission, or personal communication over the telephone or otherwise, provided such notice given is received at least two (2) days prior to the date previously scheduled for day upon which the meeting is to be held. Notice of any meeting of the Board of Directors or any committee designated by the Board need not be given to any director or committee member if it is waived in a writing signed by the director entitled to the notice, whether before or after such meeting is held. A director's attendance at or participation in a meeting waives any required notice to the director of stockholders the meeting unless the director at the beginning of the meeting, or promptly upon the director's arrival, objects to holding the meeting or transacting business at the meeting and (b) does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of stockholders called the Board of Directors or any committee designated by the CEO Board need be specified in the notice or waiver of notice of such meeting unless required by the Secretary at the request Articles of stockholders pursuant to Section 2.2(a) of these Bylaws may be cancelled in accordance with Section 2.2(d) of Incorporation or these Bylaws. Any meeting of the Board of Directors or any committee designated by the Board shall be a legal meeting without any notice thereof having been given if all of the directors or committee members have received valid notice thereof, are present without objecting, or waive notice thereof in a writing signed by the director and delivered to the corporation for inclusion in the minutes or filing with the corporate records, or any combination thereof.
Appears in 1 contract
Samples: Quarterly Report
Notice of Meeting. Written or printed notice(a) A notice of meeting, stating the placeplace (if any), date day and hour of the meeting, and the means of remote communicationscommunication, if any, by which stockholders the Members and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be prepared and delivered by the Corporation by or at the direction of the Board of Directors, Chairman of the Board or the Secretary, or the officer calling the meeting Company not less than ten (10) days nor and not more than 60 sixty (60) days before the date of the meeting, either personally, by electronic transmission mail or, to the extent and in the manner provided in Section 232 of the General Corporation Law of the State of Delaware (except to the extent prohibited permitted by Section 232(e) of the General Corporation Law of the State of Delaware) or by mailapplicable law, electronically, to each stockholder Member of record who is entitled to vote at such meeting. If mailedIn the case of special meetings, such the notice shall be deemed to be delivered when deposited in state the United States mail with postage thereon prepaid, addressed to the stockholder at the address as it appears on the stock transfer books of the Corporation. If notice purpose or purposes for which such special meeting is given by electronic transmission, such notice shall be deemed to be given at the times provided in the General Corporation Law of the State of Delawarecalled. Such further notice shall be given as may be required by applicable law. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Section 7.4 of these Bylaws. Any previously scheduled meeting of the stockholders Members may be postponed, and (a) unless the Certificate of Incorporation this Agreement otherwise provides, ) any special meeting of the stockholders called by the Chairman of the Board or the Board of Directors Members may be cancelledcanceled, by resolution of the Board of Directors upon public notice given prior to the date time previously scheduled for such meeting of stockholders Members. Any notice of meeting given to Members pursuant to this Section 9.5 shall be effective if given by a form of Electronic Transmission consented to by the Member to whom the notice is given. Any such consent shall be revocable by the Member by written notice to the Company and shall also be deemed revoked if (1) the Company is unable to deliver by Electronic Transmission two (2) consecutive notices given by the Company in accordance with such consent, and (2) such inability becomes known to the Secretary of the Company, the Transfer Agent or other Person responsible for the giving of notice; provided, that, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.
(b) Notice to Members shall be given personally, by mail or, to the extent and in the manner permitted by applicable law, electronically to each Member of record. If mailed, such notice shall be delivered by postage prepaid envelope directed to each Member at such Member’s address as it appears in the records of the Company and shall be deemed given when deposited in the United States mail.
(c) In order that the Company may determine the Members entitled to notice of or to vote at any special meeting of stockholders called Members, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the CEO Board of Directors, and which record date shall not be more than sixty (60) or fewer than ten (10) days before the date of such meeting (unless such requirement conflicts with any rule, regulation, guideline or requirement of any securities exchange or service on which the Common Shares are listed or quoted for trading, in which case the rule, regulation, guideline or requirement of such exchange shall govern). If no record date is fixed by the Board of Directors, the record date for determining Members entitled to notice of or to vote at any meeting of Members shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Members of record entitled to notice of or to vote at a meeting of Members shall apply to any adjournment or postponement of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned or postponed meeting.
(d) Notice given by Electronic Transmission pursuant to this subsection shall be deemed given: (1) if by facsimile telecommunication, when directed to a facsimile telecommunication number at which the Member has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the Member has consented to receive notice; (3) if by posting on an electronic network together with separate notice to the Member of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of Electronic Transmission, when directed to the Member. An affidavit of the Secretary at or an assistant Secretary or of the request Transfer Agent or other agent of stockholders pursuant to Section 2.2(a) the Company that the notice has been given by personal delivery, mail or a form of these Bylaws may Electronic Transmission shall, in the absence of fraud, be cancelled in accordance with Section 2.2(d) prima facie evidence of these Bylawsthe facts stated therein.
Appears in 1 contract
Samples: Operating Agreement
Notice of Meeting. Written The Chairman of the Board, the President, the Secretary, the Board, or printed noticestockholders calling an annual or special meeting of stockholders as provided for herein, shall cause to be delivered to each stockholder entitled to notice of or to vote at the 149 meeting either personally or by mail, not less than 10 nor more than 60 days before the meeting, written notice stating the place, date day and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be . Upon written request delivered to the corporation in accordance with subsection 2.5 hereof by the Corporation by or at the direction holders of the Board of Directors, Chairman of the Board or the Secretary, or the officer calling the meeting not less than ten days nor more than 40% of the outstanding shares of the corporation, the stockholders may request that the corporation call a special meeting of stockholders. Within 60 days before of such a request, it shall be the duty of the Secretary to give notice of a special meeting of stockholders to be held on such date and at such place and hour as the Secretary may fix, and if the Secretary shall neglect or refuse to issue such notice, the person making the request may do so and may fix the date of the meeting, either personally, by electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware (except to the extent prohibited by Section 232(e) of the General Corporation Law of the State of Delaware) or by mail, to each stockholder of record entitled to vote at for such meeting. If such notice is mailed, such notice it shall be deemed to be delivered when deposited in the United States official government mail with postage thereon prepaid, properly addressed to the stockholder at the such stockholder's address as it appears on the stock transfer books of the Corporationcorporation with postage prepaid. If the notice is given by electronic transmissiontelegraphed, such notice it shall be deemed to be given at delivered when the times provided in the General Corporation Law content of the State of Delawaretelegram is delivered to the telegraph company. Such further notice Notice given in any other manner shall be given as may be required by law. Meetings may be held without notice if all stockholders entitled deemed delivered when dispatched to vote are presentthe stockholder's address, telephone number or if notice is waived by those not present in accordance with Section 7.4 of these Bylaws. Any previously scheduled meeting other number appearing on the stock transfer records of the stockholders may be postponed, and (a) unless the Certificate of Incorporation otherwise provides, any special meeting of the stockholders called by the Chairman of the Board or the Board of Directors may be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders and (b) any special meeting of stockholders called by the CEO or the Secretary at the request of stockholders pursuant to Section 2.2(a) of these Bylaws may be cancelled in accordance with Section 2.2(d) of these Bylawscorporation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Intracel Corp)
Notice of Meeting. Written or printed notice, stating the place, date and hour (a) Notice of all meetings of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, Limited Partners shall be mailed or delivered by the Corporation by or at Transfer Agent to the direction Limited Partners as indicated on the Register as of the Board of Directorsdate selected by the Partnership GP, Chairman each director of the Board or Partnership GP and to the Secretary, or auditors of the officer calling the meeting Partnership not less than ten days 21 nor more than 60 50 days (or within such other number of days as required by law or relevant stock exchange) before the date meeting. Such notice shall specify the time when, and the place where, such meeting is to be held and shall state briefly the general nature of the business to be transacted at such meeting and shall otherwise include such information as would be provided to shareholders of a corporation governed by the CBCA in connection with a meeting of shareholders.
(b) Any adjourned meeting, either personallyother than a meeting adjourned for lack of a quorum, by electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware (except to the extent prohibited by Section 232(e) of the General Corporation Law of the State of Delaware) or by mail, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at the address as it appears on the stock transfer books of the Corporation. If notice is given by electronic transmission, such notice shall be deemed to be given at the times provided in the General Corporation Law of the State of Delaware. Such further notice shall be given as may be required by law. Meetings may be held as adjourned without further notice. Notwithstanding the foregoing, a meeting of Limited Partners may be held at any time without notice if all stockholders entitled to vote of the Limited Partners are present, present or if notice is waived by represented thereat or those not so present in accordance with Section 7.4 of these Bylawsor represented have waived notice. Any previously scheduled Limited Partner (or a duly appointed proxy thereof) may waive any notice required to be given under this Agreement, and such waiver, whether given before or after the meeting, shall cure any default in the giving of such notice.
(c) Attendance at a meeting of the stockholders may be postponed, and (a) Limited Partners shall constitute a waiver of notice unless the Certificate Limited Partner or other Person attends the meeting for the express purpose of Incorporation otherwise providesobjecting to the transaction of any business on the grounds that the meeting is not properly called.
(d) For certainty and notwithstanding any other provision of this Agreement, the Partnership shall be permitted to utilize the “notice and access” delivery procedures set out in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, as replaced or amended from time to time, for the purposes of providing notice of a meeting of Limited Partners to the Limited Partners and for purposes of delivery of such other meeting materials required to be delivered to the Limited Partners pursuant to this Agreement (including, without limitation, any special meeting of the stockholders called by the Chairman of the Board or the Board of Directors may information circular required to be cancelled, by resolution of the Board of Directors upon public notice given prior delivered to the date previously scheduled for such meeting of stockholders and (b) any special meeting of stockholders called by the CEO or the Secretary at the request of stockholders Limited Partners pursuant to Section 2.2(a12.5 hereof) of these Bylaws may be cancelled in accordance with Section 2.2(d) of these Bylawsand Applicable Securities Laws.
Appears in 1 contract
Samples: Limited Partnership Agreement