Common use of Notice of Stockholder Business Clause in Contracts

Notice of Stockholder Business. (a) At any annual or special meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual or special meeting, the business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors or (iii) otherwise properly brought before the meeting by a stockholder. (b) For business to be properly brought before an annual or special meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, any such notice must be delivered to or mailed and received at the principal executive offices of the Corporation not later than 60 days prior to the date of the meeting; provided, however, that if less than 70 days notice or prior public disclosure of the date of the meeting is given or made to stockholders, any such notice by a stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which notice of the date of the annual or special meeting was given or such public disclosure was made. (c) Any such notice by a stockholder shall set forth as to each matter the stockholder proposes to bring before the annual or special meeting (i) a brief description of the business desired to be brought before the annual or special meeting and the reasons for conducting such business at the annual or special meeting, (ii) the name and address, as they appear on the Corporation's books, of the stockholder proposing such business, (iii) the class and number of shares of the capital stock of the Corporation which are beneficially owned by the stockholder, and (iv) any material interest of the stockholder in such business. (d) Notwithstanding anything in the By-Laws to the contrary, no business shall be conducted at any annual or special

Notice of Stockholder Business. (a) At any Except as otherwise provided by law, at an annual or special meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To In order to be properly brought before an annual or special the meeting, the such business must be have been either (ia) specified in the written notice of the meeting (or any supplement thereto) given to the stockholders of record on the record date for such meeting by or at the direction of the Board of Directors, (iib) otherwise properly brought before the meeting by or at the direction of the Board of Directors or the chairman of the meeting, or (iiic) otherwise properly brought before specified in a written notice given by or on behalf of a stockholder of record on the record date for such meeting by entitled to vote thereon, or a stockholder. (b) For business to be properly brought before an annual or special meeting by a duly authorized proxy for such stockholder, in accordance with the stockholder following requirements. A notice referred to in clause (c) hereof must have given timely notice thereof in writing be addressed to the attention of the Secretary of the Corporation. To be timely, any such notice must be delivered to personally or mailed mailed, and received at the principal executive offices office of the Corporation not later less than 60 thirty days prior to the first anniversary date of the initial notice referred to in clause (a) hereof of the previous year's annual meeting; provided, however, that if less than 70 days notice or prior public disclosure of the date of the meeting is given or made to stockholders, any such notice by a stockholder shall not be required to be timely must be so received not later given more than the close of business on the 10th day following the day on which notice of the date of sixty days prior to the annual or special meeting was given or such public disclosure was made. of stockholders. Such notice referred to in clause (c) Any such notice by a stockholder hereof shall set forth as to each matter the stockholder proposes to bring before the annual or special meeting (i) a brief full description of the each item of business desired proposed to be brought before the annual or special meeting and the reasons for conducting such business at the annual or special meeting, (ii) the name and address, as they appear on the Corporation's books, address of the stockholder person proposing to bring such businessbusiness before the meeting, (iii) the class and number of shares held of record, beneficially and represented by proxy by such person as of the capital stock record date for the meeting (if such date has then been made publicly available) and as of the Corporation which are beneficially owned by the stockholderdate of such notice, and (iv) any material interest of the stockholder in such business. (d) Notwithstanding anything in the By-Laws to the contrary, no . No business shall be conducted at brought before any annual or specialmeeting of stockholders of the Corporation otherwise than as provided in this Section. The chairman of the meeting may, if the facts warrant, determine and declare to the meeting that any proposed item of business was not brought before the meeting in accordance with the foregoing procedure and, if he should so determine, he shall so declare to the meeting and the defective item of business shall be disregarded.

Notice of Stockholder Business. (a) At any annual or special meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual or special meeting, the business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors Directors, or (iii) otherwise properly brought before the meeting by a stockholder. (b) For business to be properly brought before an annual or special meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, any such notice must be delivered to or mailed and received at the principal executive offices of the Corporation not later than 60 days prior to the date of the meeting; provided, however, that if less than 70 days days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, any such notice by a stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which notice of the date of the annual or special meeting was given or such public disclosure was made. (c) Any such notice by a stockholder shall set forth as to each matter the stockholder proposes to bring before the annual or special meeting (i) a brief description of the business desired to be brought before the annual or special meeting and the reasons for conducting such business at the annual or special meeting, (ii) the name and address, as they appear on the Corporation's books, of the stockholder proposing such business, (iii) the class and number of shares of the capital stock of the Corporation which are beneficially owned by the stockholder, and (iv) any material interest of the stockholder in such business. (d) Notwithstanding anything in the By-Laws to the contrary, no business shall be conducted at any annual or specialspecial meeting except in accordance with the procedures set forth in this Section 2.

Notice of Stockholder Business. (a) At any an annual or special meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual or special a meeting, the business must be (ia) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (iib) otherwise properly brought before the meeting by or at the direction of the Board of Directors Directors, or (iiic) otherwise properly brought before an annual meeting by a stockholder and if, and only if, the notice of a special meeting provides for business to be brought before the meeting by stockholders, properly brought before the special meeting by a stockholder. (b) . For business to be properly brought before an annual or special a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporationcorporation. To be timely, any such a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not corporation no later than 60 (i) in the case of an annual meeting, ninety (90) days before the anticipated date of the next annual meeting, under the assumption that the next annual meeting will occur on the same calendar day as the day of the most recent annual meeting, and (ii) in the case of a special meeting, ten (10) days prior to the date of such meeting. A stockholder's notice to the meeting; provided, however, that if less than 70 days notice or prior public disclosure of the date of the meeting is given or made to stockholders, any such notice by a stockholder to be timely must be so received not later than the close of business on the 10th day following the day on which notice of the date of the annual or special meeting was given or such public disclosure was made. (c) Any such notice by a stockholder Secretary shall set forth as to each matter the stockholder proposes to bring before the annual or special meeting (i1) a brief description of the business desired to be brought before the annual or special meeting and the reasons for conducting such business at the annual or special meeting, (ii2) the name and address, as they appear on the Corporationcorporation's books, of the stockholder proposing such business, (iii3) the class and number of shares of the capital stock of the Corporation corporation which are beneficially owned by the stockholder, and (iv4) any material interest of the stockholder in such business. (d) . Notwithstanding anything in the By-Laws Bylaws to the contrary, no business shall be conducted at any an annual or specialspecial meeting except in accordance with the procedures set forth in this Section 2.9. The chairman of an annual or special meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this Section 2.9, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.