Common use of Notice of Meetings; Waiver of Notice Clause in Contracts

Notice of Meetings; Waiver of Notice. (a) The Secretary or any Assistant Secretary shall cause notice of each meeting of stockholders to be given in writing in a manner permitted by the DGCL not less than 10 days nor more than 60 days prior to the meeting to each stockholder of record entitled to vote at such meeting, subject to such exclusions as are then permitted by the DGCL. The notice shall specify (i) the place, if any, date and time of such meeting, (ii) 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, (iii) in the case of a special meeting, the purpose or purposes for which such meeting is called, and (iv) such other information as may be required by law or as may be deemed appropriate by the President, the Vice President calling the meeting, or the Board. If the stockholder list referred to in Section 1.06 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) A written waiver of notice of meeting signed by a stockholder or a waiver by electronic transmission by a stockholder, whether given before or after the meeting time stated in such notice, is deemed equivalent to notice. Attendance of a stockholder at a meeting is a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.

Notice of Meetings; Waiver of Notice. (a) The Secretary or any Assistant Secretary shall cause notice Notice of each meeting Board of stockholders Directors' meeting, except meetings pursuant to Section 7.3 of this Agreement, shall be delivered to each director at his or her business address or at such other address as the director shall have designated in writing and filed with the secretary. Notice may be given orally or communicated in writing person, by telephone, telegraph, teletype, facsimile, other form of wire or wireless com- munication, private carrier, or in a any other manner permitted provided by the DGCL statute. Notice shall be given not less than 10 5 business days nor more than 60 before the meeting being noticed, or 7 business days prior before the meeting being noticed if the notice is given by mail or private carrier. Written notice shall be deemed given at the earlier of the time it is received or at the time it is deposited with postage prepaid in the United States mail or delivered to the meeting to each stockholder of record entitled to vote at such meeting, subject to such exclusions as are then permitted by the DGCLprivate carrier. The Oral notice shall specify (i) the place, if any, date and time of such meeting, (ii) the means of remote communications, if any, by which stockholders and proxy holders is effective when communicated. A director may be deemed to be present in person and vote at such meeting, (iii) in the case of a special meeting, the purpose waive notice required under this section or purposes for which such meeting is called, and (iv) such other information as may be required by law or as may be deemed appropriate by the President, the Vice President calling the meeting, or the Board. If the stockholder list referred to in Section 1.06 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) A written waiver of notice of meeting signed by a stockholder or a waiver by electronic transmission by a stockholderat any time, whether given before or after the meeting time stated of the meeting. The waiver must be in such noticewriting, is deemed equivalent to noticesigned by the director, and retained in the corporate record book. Attendance of a stockholder The director's attendance at or participation in a meeting is shall constitute a waiver of notice of such the meeting, except when unless the stockholder attends a meeting for the express purpose of objecting director at the beginning of the meeting or promptly upon his or her arrival objects to holding the transaction of any meeting or transacting business at the meeting on and does not thereafter vote for or assent to action taken at the ground that meeting. Neither the business to be transacted at nor the purpose of any regular or special Board of Directors' meeting is not lawfully called need be specified in the notice or convenedwaiver of notice of the meeting.