Common use of Notice of Shareholder Nominees Clause in Contracts

Notice of Shareholder Nominees. Nominations of persons for election to the board of directors of the corporation may be made at any annual meeting of shareholders by or at the direction of the board of directors or by any shareholder of the corporation entitled to vote for the election of directors at the meeting. Such shareholder nominations shall be made pursuant to timely notice given in writing to the secretary of the corporation in accordance with Section 10 of this Article I. Such shareholder’s notice shall set forth, in addition to the information required by Section 10, as to each person whom the shareholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the corporation which are beneficially owned by such person, (iv) any other information relating to such person that is required to be disclosed in solicitation of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), and (v) the qualifications of the nominee to serve as a director of the corporation. In the event the board of directors calls a special meeting of shareholders for the purpose of electing one or more directors to the board of directors, any shareholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the notice of meeting, if the shareholder’s notice of such nomination contains the information specified in this Section 11 and shall be delivered to the secretary of the corporation not later than the close of business on the tenth day following the day on which the date of the special meeting and either the names of the nominees proposed by the board of directors to be elected at such meeting or the number of directors to be elected are publicly announced or disclosed. In no event shall the adjournment of an annual meeting or special meeting, or any announcement thereof, commence a new period for the giving of a shareholder’s notice as provided in this Section 11. No shareholder nomination shall be effective unless made in accordance with the procedures set forth in this Section 11. The person presiding at the meeting shall, if the facts warrant, determine and declare to the meeting that a shareholder nomination was not made in accordance with the bylaws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. (Last amended November 11, 1999).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lincoln National Corp), Agreement and Plan of Merger (Jefferson Pilot Corp)

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Notice of Shareholder Nominees. Only persons who are nominated in accordance with the procedures set forth in these bylaws shall be eligible for election as directors. Nominations of persons for election to the board Board of directors Directors of the corporation Corporation may be made at any annual a meeting of shareholders (a) by or at the direction of the board Board of directors Directors or (b) by any shareholder of the corporation Corporation entitled to vote for the election of directors at the meetingmeeting who complies with the notice procedures set forth in this Section 2.13. Such shareholder nominations Nominations by shareholders shall be made pursuant to timely notice given in writing to the secretary Secretary of the corporation Corporation. To be timely, a shareholder's notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than thirty (30) days nor more than sixty (60) days prior to the meeting; provided, however, that in accordance with Section 10 the event that less than forty (40) days' notice or prior public disclosure of this Article I. the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the tenth (l0th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholder’s 's notice shall set forth, in addition to the information required by Section 10, forth (a) as to each person whom the shareholder proposes to nominate for election or re-election reelection as a director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the corporation which are beneficially owned by such person, (iv) any other all information relating to such person that is required to be disclosed in solicitation solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such person’s 's written consent to being named in the proxy statement as a nominee and to serving as a director if elected), ; and (vb) as to the shareholder giving-the notice (i) the qualifications name and address, as they appear on the Corporation's books, of such shareholder and (ii) the class, series and number of shares of the nominee Corporation which are beneficially owned by such shareholder. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to serve the Secretary of the Corporation that information required to be set forth in a shareholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation. In the event the board of directors calls a special meeting of shareholders for the purpose of electing one or more directors to the board of directors, any shareholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the notice of meeting, if the shareholder’s notice of such nomination contains the information specified in this Section 11 and shall be delivered to the secretary of the corporation not later than the close of business on the tenth day following the day on which the date of the special meeting and either the names of the nominees proposed by the board of directors to be elected at such meeting or the number of directors to be elected are publicly announced or disclosed. In no event shall the adjournment of an annual meeting or special meeting, or any announcement thereof, commence a new period for the giving of a shareholder’s notice as provided in this Section 11. No shareholder nomination shall be effective Corporation unless made nominated in accordance with the procedures set forth in this Section 11these bylaws. The person presiding at chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a shareholder nomination was not made in accordance with the procedures prescribed by these bylaws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. (Last amended November 11, 1999).

Appears in 1 contract

Samples: Securities Purchase Agreement (Warburg Pincus Ventures Lp)

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Notice of Shareholder Nominees. Only persons ---------- ------------------------------ who are nominated in accordance with the procedures set forth in this Section 8 shall be eligible for election as Directors. Nominations of persons for election to the board Board of directors Directors of the corporation Corporation may be made at any annual a meeting of shareholders (a) by or at the direction of the board Board of directors Directors or (b) by any shareholder of the corporation Corporation entitled to vote for the election of directors Directors at the meetingmeeting who complies with the notice procedures set forth in this Section 8. Such shareholder nominations nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice given in writing to the secretary Secretary of the corporation in accordance with Section 10 Corporation. To be timely, a shareholder's notice must be delivered to or mailed and received at the principal executive offices of this Article I. the Corporation not later than the close of business on the 7th day following the day on which notice of the date of the meeting was mailed or delivered to such shareholder. Such shareholder’s 's notice shall set forth, in addition to the information required by Section 10, forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a directorDirector, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the corporation which are beneficially owned by such person, (iv) any other all information relating to such person that is required to be disclosed in solicitation solicitations of proxies for election of directorsDirectors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended amended; and (including without limitation b) as to the shareholder giving the notice (i) the name and address, as they appear on the Corporation's books, of such person’s written consent to being named in shareholder and (ii) the proxy statement class and number of shares of stock of the Corporation which are beneficially owned by such shareholder. No person shall be eligible for election as a nominee and to serving as a director if elected), and (v) the qualifications Director of the nominee to serve as a director of the corporation. In the event the board of directors calls a special meeting of shareholders for the purpose of electing one or more directors to the board of directors, any shareholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the notice of meeting, if the shareholder’s notice of such nomination contains the information specified in this Section 11 and shall be delivered to the secretary of the corporation not later than the close of business on the tenth day following the day on which the date of the special meeting and either the names of the nominees proposed by the board of directors to be elected at such meeting or the number of directors to be elected are publicly announced or disclosed. In no event shall the adjournment of an annual meeting or special meeting, or any announcement thereof, commence a new period for the giving of a shareholder’s notice as provided in this Section 11. No shareholder nomination shall be effective Corporation unless made nominated in accordance with the procedures set forth in this Section 11the Bylaws. The person presiding at the meeting Chairman shall, if the facts warrant, determine and declare to the meeting that a shareholder nomination was not made in accordance with the bylawsprocedures prescribed by the Bylaws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. (Last amended November 11, 1999).

Appears in 1 contract

Samples: Stock Option Agreement (Alrenco Inc)

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