Common use of Organization and Conduct Clause in Contracts

Organization and Conduct. Every meeting of Shareholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment, by the Chairman of the Board, if there be one, or, in the case of the absence of the Chairman of the Board, by one of the following officers present at the meeting: the Vice Chairman of the Board, if there be one, the President, the Vice Presidents in their order of rank and seniority, or, in the absence of such officers, a chairman chosen by the Shareholders by the vote of a majority of the votes cast by Shareholders present in person or by proxy. The Secretary, or, in the Secretary’s absence, an Assistant Secretary, or in the absence of both the Secretary and Assistant Secretaries, a person appointed by the Board of Directors or, in the absence of such appointment, a person appointed by the chairman of the meeting shall act as Secretary. In the event that the Secretary presides at a meeting of the Shareholders, an Assistant Secretary shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders of record of the Company, their duly authorized proxies or other such persons as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to Shareholders of record of the Company entitled to vote on such matter, their duly authorized proxies or other such persons as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) maintaining order and security at the meeting; (f) removing any Shareholder who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (g) recessing or adjourning the meeting to a later date and time and place announced at the meeting. Unless otherwise determined by the chairman of the meeting, meetings of Shareholders shall not be required to be held in accordance with the rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.

Appears in 10 contracts

Samples: Limited Liability Company Agreement (Travelcenters of America LLC), Limited Liability Company Agreement (Travelcenters of America LLC), Limited Liability Company Agreement (Travelcenters of America LLC)

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Organization and Conduct. Every meeting of Shareholders Members shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment, by the Chairman of the Board, if there be one, Board of Directors or, in the case of a vacancy in the office or absence of the Chairman of the BoardBoard of Directors, by one of the following officers present at the meetingmeeting in the following order: the Vice Vice-Chairman of the BoardBoard of Directors, if there be onethe Chief Executive Officer, the President, the Vice Presidents in their order of rank and seniorityChief Financial Officer, the General Counsel, or the Secretary or, in the absence of such officers, a chairman chosen by the Shareholders Members by the vote of a majority of the votes cast by Shareholders Members present in person or by proxy. The Secretary, or, in the Secretary’s absence, an Assistant Secretary, or in the absence of both the Secretary and Assistant Secretaries, a person appointed by the Board of Directors or, in the absence of such appointment, a person appointed by the chairman of the meeting shall act as Secretary. In the event that the Secretary presides at a meeting of the Shareholders, an Assistant Secretary shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders Members shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders of record of the CompanyMembers that are Record Holders, their duly authorized proxies or other such persons individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to Shareholders of record of the Company Members that are Record Holders entitled to vote on such matter, their duly authorized proxies or and other such persons individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when the polls should be opened and closed, (f) maintaining order and security at the meeting; (fg) removing any Shareholder Members or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (gh) concluding the meeting or recessing or adjourning the meeting to a later date and time and place announced at the meeting. Unless otherwise determined by the chairman of the meeting, meetings of Shareholders shall not be required to be held in accordance with the rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.

Appears in 6 contracts

Samples: Limited Liability Company Operating Agreement (CNL Strategic Capital, LLC), Limited Liability Company Operating Agreement (CNL Strategic Capital, LLC), Limited Liability Company Operating Agreement (CNL Strategic Capital, LLC)

Organization and Conduct. Every meeting of Shareholders stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointmentappointment or appointed individual, by the Chairman chairman of the Board, if there be one, Board of Directors or, in the case of a vacancy in the office or absence of the Chairman chairman of the BoardBoard of Directors, by one of the following officers present at the meetingmeeting in the following order: the Vice Chairman vice chairman of the BoardBoard of Directors, if there be is one, the Presidentchief executive officer, the Vice Presidents president, the vice presidents in their order of rank and seniority, the secretary or, in the absence of such officers, a chairman chosen by the Shareholders stockholders by the vote of a majority of the votes cast by Shareholders stockholders present in person or by proxy. The Secretary, secretary or, in the Secretarysecretary’s absence, an Assistant Secretaryassistant secretary or, or in the absence of both the Secretary secretary and Assistant Secretariesassistant secretaries, a person an individual appointed by the Board of Directors or, in the absence of such appointment, a person an individual appointed by the chairman of the meeting shall act as Secretarysecretary. In the event that the Secretary secretary presides at a meeting of the Shareholdersstockholders, an Assistant Secretary assistant secretary or, in the absence of all assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairmanthe chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders stockholders of record of the CompanyCorporation, their duly authorized proxies or and other such persons individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to Shareholders stockholders of record of the Company Corporation entitled to vote on such matter, their duly authorized proxies or and other such persons individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) maintaining order and security at the meeting; (f) removing any Shareholder who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (g) recessing or adjourning the meeting to a later date and time and place announced at the meeting. Unless otherwise determined by the chairman of the meeting, meetings of Shareholders shall not be required to be held in accordance with the rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.comments;

Appears in 4 contracts

Samples: Subscription Agreement (HG Holdings, Inc.), Subscription Agreement (HG Holdings, Inc.), Subscription Agreement (HG Holdings, Inc.)

Organization and Conduct. Every meeting of Shareholders stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment, by the Chairman of the Board, if there be oneany, or, in the case of a vacancy in the office or absence of the Chairman of the Board, by one of the following officers present at the meeting: the Vice Chairman of the Board, if there be oneany, the Presidentchief executive officer, the Vice Presidents in their order of rank and senioritypresident, any vice president, the secretary, the treasurer or, in the absence of such officers, a chairman chosen by the Shareholders stockholders by the vote of a majority of the votes cast by Shareholders stockholders present in person or by proxy. The Secretary, secretary or, in the Secretarysecretary’s absence, an Assistant Secretaryassistant secretary or, or in the absence of both the Secretary secretary and Assistant Secretariesassistant secretaries, a person an individual appointed by the Board of Directors or, in the absence of such appointment, a person an individual appointed by the chairman of the meeting shall act as Secretarysecretary. In the event that the Secretary secretary presides at a meeting of the Shareholdersstockholders, an Assistant Secretary assistant secretary, or, in the absence of assistant secretaries, an individual appointed by the Board or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders stockholders of record of the CompanyCorporation, their duly authorized proxies or other such persons individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to Shareholders stockholders of record of the Company Corporation entitled to vote on such matter, their duly authorized proxies or other such persons individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) maintaining order and security at the meeting; (f) removing any Shareholder stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (g) recessing or adjourning the meeting to a later date and time and place announced at the meeting. Unless otherwise determined by the chairman of the meeting, meetings of Shareholders stockholders shall not be required to be held in accordance with the rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorumprocedure.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Medley Management Inc.), Agreement and Plan of Merger (Sierra Income Corp), Agreement and Plan of Merger (Sierra Income Corp)

Organization and Conduct. Every meeting of Shareholders stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment, by the Chairman chairman of the Board, if there be one, board or, in the case of a vacancy in the office or absence of the Chairman chairman of the Boardboard, by one of the following officers present at the meeting: the Vice Chairman vice chairman of the Boardboard, if there be is one, the Presidentpresident, the Vice Presidents vice presidents in their order of rank and seniority, or, in the absence of such officers, a chairman chosen by the Shareholders stockholders by the vote of a majority of the votes cast by Shareholders stockholders present in person or by proxy. The Secretarysecretary, or, in the Secretarysecretary’s absence, an Assistant Secretaryassistant secretary, or in the absence of both the Secretary secretary and Assistant Secretariesassistant secretaries, a person appointed by the Board of Directors or, in the absence of such appointment, a person appointed by the chairman of the meeting shall act as Secretarysecretary. In the event that the Secretary secretary presides at a meeting of the Shareholdersstockholders, an Assistant Secretary assistant secretary, or in the absence of assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairmanthe chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders stockholders of record of the CompanyCorporation, their duly authorized proxies or and other such persons individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to Shareholders stockholders of record of the Company Corporation entitled to vote on such matter, their duly authorized proxies or and other such persons individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when the polls should be opened and closed; (f) maintaining order and security at the meeting; (fg) removing any Shareholder stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (gh) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of Shareholders stockholders shall not be required to be held in accordance with the rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorumprocedure.

Appears in 3 contracts

Samples: Merger Agreement (Hanover Capital Mortgage Holdings Inc), Agreement and Plan of Merger (Walter Industries Inc /New/), Merger Agreement (Walter Industries Inc /New/)

Organization and Conduct. Every meeting of Shareholders stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman chair of the meeting or, in the absence of such appointment, by the Chairman Non-Executive Chair of the Board, if there any, or by an individual appointed by the Non-Executive Chair to be one, chair of the meeting or, in the case of a vacancy in the office or absence of the Chairman Non-Executive Chair of the Board, by one of the following officers present at the meeting: the Vice Chairman of the Board, if there be oneChief Executive Officer, the President, any Vice President, the Vice Presidents in their order of rank and senioritySecretary, the Chief Financial Officer, the Treasurer or, in the absence of such officers, a chairman chair chosen by the Shareholders stockholders by the vote of a majority of the votes cast by Shareholders stockholders present in person or by proxy. The Secretary, Secretary or, in the case of a vacancy in the office or the Secretary’s absence, an Assistant SecretarySecretary or, or in the absence of both the Secretary and Assistant Secretaries, a person an individual appointed by the Board of Directors or, in the absence of such appointment, a person an individual appointed by the chairman chair of the meeting shall act as Secretarysecretary. In the event that the Secretary presides at a meeting of the Shareholdersstockholders, an Assistant Secretary Secretary, or, in the absence of Assistant Secretaries, an individual appointed by the Board of Directors or the chair of the meeting, shall record the minutes of the meeting. Even if present at the meeting, the person holding the office named herein may delegate to another person the power to act as chair of the meeting or Secretary of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders stockholders shall be determined by the chairman chair of the meeting. The chairman chair of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairmanthe chair and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance or participation at the meeting to Shareholders stockholders of record of the CompanyFund, their duly authorized proxies or and other such persons individuals as the chairman chair of the meeting may determine; (c) limiting participation recognizing speakers at the meeting on and determining when and for how long speakers and any matter to Shareholders of record of the Company entitled to vote on such matter, their duly authorized proxies or other such persons as the chairman of individual speaker may address the meeting may determine; (d) limiting determining when and for how long the time allotted to questions or comments by participantspolls should be opened and when the polls should be closed and when announcement of the results should be made; (e) maintaining order and security at the meeting; (f) removing any Shareholder stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman chair of the meeting; and (g) concluding a meeting or recessing or adjourning the meeting meeting, whether or not a quorum is present, to a later date and time and at a place either (i) announced at the meeting or (ii) provided at a future time through means announced at the meeting; and (h) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman chair of the meeting, meetings of Shareholders stockholders shall not be required to be held in accordance with the rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorumprocedure.

Appears in 3 contracts

Samples: Amended and Restated Bylaws (Adams Natural Resources Fund, Inc.), Amended and Restated Bylaws (Adams Diversified Equity Fund, Inc.), Amended and Restated Bylaws (Adams Natural Resources Fund, Inc.)

Organization and Conduct. Every meeting of Shareholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment, by the Chairman of the Board, if there be one, or, in the case of the absence of the Chairman of the Board, by one of the following officers present at the meeting: the Vice Chairman of the Board, if there be one, the President, the Vice Presidents in their order of rank and seniority, or, in the absence of such officers, a chairman chosen by the Shareholders by the vote of a majority of the votes cast by Shareholders present in person or by proxy. The Secretary, or, in the Secretary’s 's absence, an Assistant Secretary, or in the absence of both the Secretary and Assistant Secretaries, a person appointed by the Board of Directors or, in the absence of such appointment, a person appointed by the chairman of the meeting shall act as Secretary. In the event that the Secretary presides at a meeting of the Shareholders, an Assistant Secretary shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders of record of the Company, their duly authorized proxies or other such persons as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to Shareholders of record of the Company entitled to vote on such matter, their duly authorized proxies or other such persons as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) maintaining order and security at the meeting; (f) removing any Shareholder who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (g) recessing or adjourning the meeting to a later date and time and place announced at the meeting. Unless otherwise determined by the chairman of the meeting, meetings of Shareholders shall not be required to be held in accordance with the rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Travelcenters of America LLC), Limited Liability Company Agreement (Travelcenters of America LLC)

Organization and Conduct. Every meeting of Shareholders shall be conducted by an individual appointed by the Board of Directors Trustees to be chairman chair of the meeting or, in the absence of such appointment, by the Chairman of Chair or Co-Chairs or an individual appointed by the Board, if there be one, Chair or Co-Chairs or, in the case of a vacancy in the office or absence of the Chair or Co-Chairs or in the absence of the Chairman of the Boardsuch appointment, by one of the following officers present at the meetingmeeting or by an individual appointed by any such officer: the Vice Chairman of the Board, if there be one, the President, the Vice Presidents in their order of rank and seniority, the Secretary, the Treasurer, or, in the absence of such officers, a chairman chair chosen by the Shareholders by the vote of a majority of the votes cast by Shareholders present in person or by proxy. The Secretary, Secretary or, in the Secretary’s absence, an Assistant Secretary, or in the absence of both the Secretary and Assistant Secretaries, a person an individual appointed by the Board of Directors Trustees or, in the absence of such appointment, a person an individual appointed by the chairman chair of the meeting shall act as Secretarysecretary of the meeting. In the event that the Secretary presides at a meeting of the Shareholders, an assistant Secretary, or in the absence of Assistant Secretary Secretaries, an individual appointed by the Trustees or the chair of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders shall be determined by the chairman chair of the meeting. The chairman chair of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairmanchair, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders of record of the CompanyTrust, their duly authorized proxies or and other such persons individuals as the chairman chair of the meeting may determine; (c) limiting participation at the meeting on any matter to Shareholders of record of the Company Trust entitled to vote on such matter, their duly authorized proxies or other such persons individuals as the chairman chair of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when the polls should be opened and closed; (f) maintaining order and security at the meeting; (fg) removing any Shareholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman chair of the meeting; and (gh) concluding the meeting or recessing or adjourning the meeting to a later date and time and at a place (which shall include a meeting held solely by means of remote communications) announced at the meeting. Unless otherwise determined by the chairman chair of the meeting, meetings of Shareholders shall not be required to be held in accordance with the rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorumprocedure.

Appears in 2 contracts

Samples: By Laws (TCW ETF Trust), By Laws (Engine No. 1 ETF Trust)

Organization and Conduct. Every meeting of Shareholders shareholders shall be conducted by an individual appointed by the Board of Directors Trustees to be chairman of the meeting or, in the absence of such appointmentappointment or appointed individual, by the Chairman chairman of the Board, if there be one, board or, in the case of a vacancy in the office or absence of the Chairman chairman of the Boardboard, by one of the following officers present at the meetingmeeting in the following order: the Vice Chairman vice chairman of the Boardboard, if there be is one, the Presidentchief executive officer, the Vice Presidents president, the vice presidents in their order of rank and seniority, the secretary or, in the absence of such officers, a chairman chosen by the Shareholders shareholders by the vote of a majority of the votes cast by Shareholders shareholders present in person or by proxy. The Secretary, secretary or, in the Secretarysecretary’s absence, an Assistant Secretaryassistant secretary, or or, in the absence of both the Secretary secretary and Assistant Secretariesassistant secretaries, a person an individual appointed by the Board of Directors Trustees or, in the absence of such appointment, a person an individual appointed by the chairman of the meeting shall act as Secretarysecretary. In the event that the Secretary secretary presides at a meeting of the Shareholdersshareholders, an Assistant Secretary assistant secretary or, in the absence of all assistant secretaries, an individual appointed by the Board of Trustees or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders shareholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairmanthe chairman and without any action by the shareholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders shareholders of record of the CompanyTrust, their duly authorized proxies or and such other such persons individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to Shareholders shareholders of record of the Company Trust entitled to vote on such matter, their duly authorized proxies or and other such persons individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participantscomments; (e) determining when and for how long the polls should be opened and when the polls should be closed; (f) maintaining order and security at the meeting; (fg) removing any Shareholder shareholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (gh) concluding a meeting or recessing or adjourning the meeting meeting, whether or not a quorum is present, to a later date and time and at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of Shareholders shareholders shall not be required to be held in accordance with the rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorumprocedure.

Appears in 2 contracts

Samples: Master Transaction Agreement (JBG SMITH Properties), Master Transaction Agreement (Vornado Realty Lp)

Organization and Conduct. Every meeting of Shareholders stockholders shall be conducted by an individual appointed by the Board board of Directors directors to be chairman of the meeting or, in the absence of such appointment, by the Chairman chairman or co-chairmen of the Boardboard, if there be oneas applicable, or, in the case of a vacancy in the office or absence of the Chairman chairman of the Boardboard, by one of the following officers present at the meeting: the Vice Chairman vice chairman of the Boardboard, if there be one, the Presidentpresident, the Vice Presidents vice presidents in their order of rank and seniority, the secretary, or, in the absence of such officers, a chairman chosen by the Shareholders stockholders by the vote of a majority of the votes cast by Shareholders stockholders present in person or by proxy. The Secretarysecretary, or, in the Secretarysecretary’s absenceabsence or the secretary’s appointment as chairman of the meeting, an Assistant Secretaryassistant secretary, or in the absence of both the Secretary secretary and Assistant Secretariesassistant secretaries, a person an individual appointed by the Board board of Directors directors or, in the absence of such appointment, a person an individual appointed by the chairman or co-chairmen of the meeting meeting, as applicable, shall act as Secretarysecretary. In the event that the Secretary secretary presides at a meeting of the Shareholdersstockholders, an Assistant Secretary assistant secretary, or, in the absence of an assistant secretary, an individual appointed by the secretary shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders stockholders shall be determined by the chairman or co-chairmen of the meeting, as applicable. The chairman or co-chairmen of the meeting meeting, as applicable, may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairmanchairman or co-chairmen and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders stockholders of record of the CompanyCorporation, their duly authorized proxies or other such persons as the chairman or co-chairmen of the meeting meeting, as applicable, may determine; (c) limiting participation at the meeting on any matter to Shareholders stockholders of record of the Company Corporation entitled to vote on such matter, their duly authorized proxies or other such persons as the chairman or co-chairmen of the meeting meeting, as applicable, may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when and for how long the polls should be opened and when the polls should be closed; (f) maintaining order and security at the meeting; (fg) removing any Shareholder stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman or co-chairmen of the meeting, as applicable; and (gh) concluding a meeting or recessing or adjourning the meeting to a later date and time and place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman or co-chairmen of the meeting, as applicable, meetings of Shareholders stockholders shall not be required to be held in accordance with the rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorumprocedure.

Appears in 2 contracts

Samples: Contribution Agreement (Phillips Edison Grocery Center Reit I, Inc.), Contribution Agreement (Phillips Edison Grocery Center Reit I, Inc.)

Organization and Conduct. Every meeting of Shareholders Members shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment, by the Chairman of the Board, if there be one, Board of Directors or, in the case of a vacancy in the office or absence of the Chairman of the BoardBoard of Directors, by one of the following officers present at the meeting: the Vice Chairman of the BoardBoard of Directors, if there be one, the President, the Vice Presidents in their order of rank and seniority, or, in the absence of such officers, a chairman chosen by the Shareholders Members by the vote of a majority of the votes cast by Shareholders Members present in person or by proxy. The Secretary, or, in the Secretary’s absence, an Assistant Secretary, or in the absence of both the Secretary and Assistant Secretaries, a person an individual appointed by the Board of Directors or, in the absence of such appointment, a person an individual appointed by the chairman of the meeting shall act as Secretarysecretary. In the event that the Secretary presides at a meeting of the ShareholdersMembers, an Assistant Secretary Secretary, or in the absence of an Assistant Secretary, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders Members shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders of record of the CompanyMembers that are Record Holders, their duly authorized proxies or other such persons individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to Shareholders of record of the Company Members that are Record Holders entitled to vote on such matter, their duly authorized proxies or and other such persons individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when the polls should be opened and closed, (f) maintaining order and security at the meeting; (fg) removing any Shareholder Members or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (gh) concluding the meeting or recessing or adjourning the meeting to a later date and time and place announced at the meeting. Unless otherwise determined by the chairman of the meeting, meetings of Shareholders Members shall not be required to be held in accordance with the rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorumprocedure.

Appears in 2 contracts

Samples: Operating Agreement (KKR Financial Holdings LLC), Operating Agreement (KKR Financial Holdings LLC)

Organization and Conduct. Every meeting of Shareholders stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman chair of the meeting or, in the absence of such appointmentappointment or appointed individual, by the Chairman chair of the Board, if there be one, board or, in the case of a vacancy in the office or absence of the Chairman chair of the Boardboard, by one of the following officers individuals present at the meetingmeeting in the following order: the Vice Chairman of the Board, if there be onechief executive officer, the Presidentpresident, the Vice Presidents vice presidents in their order of rank and and, within each rank, in their order of seniority, the secretary, or, in the absence of such officers, a chairman chair chosen by the Shareholders stockholders by the vote of a majority of the votes cast by Shareholders stockholders present in person or by proxy. The Secretary, secretary or, in the Secretary’s absencecase of a vacancy in the office or absence of the secretary, an Assistant Secretary, assistant secretary or in the absence of both the Secretary and Assistant Secretaries, a person an individual appointed by the Board of Directors or the chair of the meeting shall act as secretary. In the event that the secretary presides at a meeting of stockholders, an assistant secretary, or, in the absence of such appointmentall assistant secretaries, a person an individual appointed by the chairman Board of Directors or the chair of the meeting shall act as Secretary. In the event that the Secretary presides at a meeting of the Shareholdersmeeting, an Assistant Secretary shall record the minutes of the meeting. Even if present at the meeting, the person holding the office named herein may delegate to another person the power to act as chair or secretary of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders stockholders shall be determined by the chairman chair of the meeting. The chairman chair of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairmanthe chair and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance or participation at the meeting to Shareholders stockholders of record of the CompanyCorporation, their duly authorized proxies or and such other such persons individuals as the chairman chair of the meeting may determine; (c) limiting participation recognizing speakers at the meeting on and determining when and for how long speakers and any matter to Shareholders of record of individual speaker may address the Company entitled to vote on such matter, their duly authorized proxies or other such persons as the chairman of the meeting may determinemeeting; (d) limiting determining when and for how long the time allotted to questions or comments by participantspolls should be opened and when the polls should be closed and when announcement of the results should be made; (e) maintaining order and security at the meeting; (f) removing any Shareholder stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman chair of the meeting; and (g) concluding a meeting or recessing or adjourning the meeting meeting, whether or not a quorum is present, to a later date and time and at a place either (i) announced at the meeting or (ii) provided at a future time through means announced at the meeting; and (h) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman chair of the meeting, meetings of Shareholders stockholders shall not be required to be held in accordance with the any rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorumprocedure.

Appears in 1 contract

Samples: Merger Agreement (Mobile Infrastructure Corp)

Organization and Conduct. Every meeting of Shareholders stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointmentappointment or appointed individual, by the Chairman chairman of the Board, if there be one, board or, in the case of a vacancy in the office or absence of the Chairman chairman of the Boardboard, by one of the following officers present at the meetingmeeting in the following order: the Vice Chairman vice chairman of the Boardboard, if there be is one, the Presidentchief executive officer, the Vice Presidents president, the vice presidents in their order of rank and seniority, the secretary, or, in the absence of such officers, a chairman chosen by the Shareholders stockholders by the vote of a majority of the votes cast by Shareholders stockholders present in person or by proxy. The Secretarysecretary, or, in the Secretarysecretary’s absence, an Assistant Secretaryassistant secretary, or in the absence of both the Secretary secretary and Assistant Secretariesassistant secretaries, a person an individual appointed by the Board of Directors or, in the absence of such appointment, a person an individual appointed by the chairman of the meeting shall act as Secretarysecretary. In the event that the Secretary secretary presides at a meeting of the Shareholdersstockholders, an Assistant Secretary assistant secretary, or in the absence of assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairmanthe chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders stockholders of record of the CompanyCorporation, their duly authorized proxies or and such other such persons individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to Shareholders stockholders of record of the Company Corporation entitled to vote on such matter, their duly authorized proxies or and other such persons individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participantscomments; (e) determining when and for how long the polls should be opened and when the polls should be closed; (f) maintaining order and security at the meeting; (fg) removing any Shareholder stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (gh) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of Shareholders stockholders shall not be required to be held in accordance with the rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorumprocedure.

Appears in 1 contract

Samples: Securities Purchase Agreement (American Realty Capital Hospitality Trust, Inc.)

Organization and Conduct. Every meeting of Shareholders Members shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment, by the Chairman of the Board, if there be one, Board of Directors or, in the case of a vacancy in the office or absence of the Chairman of the BoardBoard of Directors, by one of the following officers present at the meeting: the Vice Chairman of the BoardBoard of Directors, if there be one, the Chief Executive Officer, the President, the Vice Presidents in their order of rank and seniority, or, in the absence of such officers, a chairman chosen by the Shareholders Members by the vote of a majority of the votes cast by Shareholders Members present in person or by proxy. The Secretary, or, in the Secretary’s absence, an Assistant Secretary, or in the absence of both the Secretary and Assistant Secretaries, a person an individual appointed by the Board of Directors or, in the absence of such appointment, a person an individual appointed by the chairman of the meeting shall act as Secretarysecretary. In the event that the Secretary presides at a meeting of the ShareholdersMembers, an Assistant Secretary Secretary, or in the absence of an Assistant Secretary, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders Members shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders of record of the CompanyMembers that are Record Holders, their duly authorized proxies or other such persons individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to Shareholders of record of the Company Members that are Record Holders entitled to vote on such matter, their duly authorized proxies or and other such persons individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when the polls should be opened and closed, (f) maintaining order and security at the meeting; (fg) removing any Shareholder Members or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (gh) concluding the meeting or recessing or adjourning the meeting to a later date and time and place announced at the meeting. Unless otherwise determined by the chairman of the meeting, meetings of Shareholders Members shall not be required to be held in accordance with the rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorumprocedure.

Appears in 1 contract

Samples: Operating Agreement (Ellington Financial LLC)

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Organization and Conduct. Every meeting of Shareholders stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointmentappointment or appointed individual, by the Chairman chairman of the Board, if there be one, board or, in the case of a vacancy in the office or absence of the Chairman chairman of the Boardboard, by one of the following officers present at the meetingmeeting in the following order: the Vice Chairman vice chairman of the Boardboard, if there be is one, the Presidentchief executive officer, the Vice Presidents president, the vice presidents in their order of rank and seniority, the secretary or, in the absence of such officers, a chairman chosen by the Shareholders stockholders by the vote of a majority of the votes cast by Shareholders stockholders present in person or by proxy. The Secretarysecretary, or, in the Secretarysecretary’s absence, an Assistant Secretaryassistant secretary, or or, in the absence of both the Secretary secretary and Assistant Secretariesassistant secretaries, a person an individual appointed by the Board of Directors or, in the absence of such appointment, a person an individual appointed by the chairman of the meeting shall act as Secretarysecretary. In the event that the Secretary secretary presides at a meeting of the Shareholdersstockholders, an Assistant Secretary assistant secretary, or, in the absence of all assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairmanthe chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders stockholders of record of the CompanyCorporation, their duly authorized proxies or and such other such persons individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to Shareholders stockholders of record of the Company Corporation entitled to vote on such matter, their duly authorized proxies or and other such persons individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) maintaining order and security at the meeting; (f) removing any Shareholder who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (g) recessing or adjourning the meeting to a later date and time and place announced at the meeting. Unless otherwise determined by the chairman of the meeting, meetings of Shareholders shall not be required to be held in accordance with the rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.comments;

Appears in 1 contract

Samples: Merger Agreement (CYS Investments, Inc.)

Organization and Conduct. Every meeting of Shareholders stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointmentappointment or appointed individual, by the Chairman chairman of the Board, if there be one, Board of Directors or, in the case of a vacancy in the office or absence of the Chairman chairman of the BoardBoard of Directors, by one of the following officers present at the meetingmeeting in the following order: the Vice Chairman vice chairman of the BoardBoard of Directors, if there be is one, the Presidentchief executive officer, the Vice Presidents president, the vice presidents in their order of rank and seniority, the secretary or, in the absence of such officers, a chairman chosen by the Shareholders stockholders by the vote of a majority of the votes cast by Shareholders stockholders present in person or by proxy. The Secretary, secretary or, in the Secretarysecretary’s absence, an Assistant Secretaryassistant secretary or, or in the absence of both the Secretary secretary and Assistant Secretariesassistant secretaries, a person an individual appointed by the Board of Directors or, in the absence of such appointment, a person an individual appointed by the chairman of the meeting shall act as Secretarysecretary. In the event that the Secretary secretary presides at a meeting of the Shareholdersstockholders, an Assistant Secretary assistant secretary or, in the absence of all assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairmanthe chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders stockholders of record of the CompanyCorporation, their duly authorized proxies or and other such persons individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to Shareholders stockholders of record of the Company Corporation entitled to vote on such matter, their duly authorized proxies or and other such persons individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participantscomments; (e) determining when and for how long the polls should be opened and when the polls should be closed; (f) maintaining order and security at the meeting; (fg) removing any Shareholder stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (gh) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of Shareholders stockholders shall not be required to be held in accordance with the rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorumprocedure.

Appears in 1 contract

Samples: Subscription Agreement (HG Holdings, Inc.)

Organization and Conduct. Every meeting of Shareholders shareholders shall be conducted by an individual appointed by the Board of Directors Trustees to be chairman of the meeting or, in the absence of such appointment, by the Chairman chairman of the Board, if there be one, board or, in the case of a vacancy in the office or absence of the Chairman chairman of the Boardboard, by one of the following officers present at the meeting: the Vice Chairman vice chairman of the Boardboard, if there be one, the Presidentchief executive officer, the Vice Presidents president, the vice presidents in their order of rank and seniority, or, in the absence of such officers, a chairman chosen by the Shareholders shareholders by the vote of a majority of the votes cast by Shareholders shareholders present in person or by proxy. The Secretarysecretary, or, in the Secretarysecretary’s absence, an Assistant Secretaryassistant secretary, or in the absence of both the Secretary secretary and Assistant Secretariesassistant secretaries, a person appointed by the Board of Directors Trustees or, in the absence of such appointment, a person appointed by the chairman of the meeting meeting, shall act as Secretarysecretary of the meeting. In the event that the Secretary secretary presides at a meeting of the Shareholdersshareholders, an Assistant Secretary assistant secretary shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders shareholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairman, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders shareholders of record of the CompanyTrust, their duly authorized proxies or other such persons as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to Shareholders shareholders of record of the Company Trust entitled to vote on such matter, their duly authorized proxies or other such persons as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) maintaining order and security at the meeting; (f) removing any Shareholder shareholder or any other person who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (g) recessing or adjourning the meeting to a later date and time and place announced at the meeting. Unless otherwise determined by the chairman of the meeting, meetings of Shareholders shareholders shall not be required to be held in accordance with the rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorumprocedure.

Appears in 1 contract

Samples: Preferred Equity Investment Agreement (Mack Cali Realty L P)

Organization and Conduct. Every meeting of Shareholders stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment, by the Chairman chairman of the Board, if there be one, board or, in the case of a vacancy in the office or absence of the Chairman chairman of the Boardboard, by one of the following officers present at the meetingmeeting in the following order: the Vice Chairman vice chairman of the Boardboard, if there be is one, the Presidentpresident, the Vice Presidents vice presidents in their order of rank and seniority, or, in the absence of such officers, a chairman chosen by the Shareholders stockholders by the vote of a majority of the votes cast by Shareholders stockholders present in person or by proxy. The Secretarysecretary, or, in the Secretarysecretary’s absence, an Assistant Secretaryassistant secretary, or in the absence of both the Secretary secretary and Assistant Secretariesassistant secretaries, a person appointed by the Board of Directors or, in the absence of such appointment, a person appointed by the chairman of the meeting shall act as Secretarysecretary. In the event that the Secretary secretary presides at a meeting of the Shareholdersstockholders, an Assistant Secretary assistant secretary, or, in the absence of assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairmanthe chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders stockholders of record of the CompanyCorporation, their duly authorized proxies or and other such persons individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to Shareholders stockholders of record of the Company Corporation entitled to vote on such matter, their duly authorized proxies or and other such persons individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when the polls should be opened and closed; (f) maintaining order and security at the meeting; (fg) removing any Shareholder stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (gh) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of Shareholders stockholders shall not be required to be held in accordance with the rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorumprocedure.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Green Tree SerVertis Acquisition LLC)

Organization and Conduct. Every meeting of Shareholders stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment, by the Chairman Chair of the Board, if there be oneany, or, in the case of a vacancy in the office or absence of the Chairman Chair of the Board, by one of the following officers present at the meetingmeeting in the following order: the vice chairman of the Board of Directors (the “Vice Chairman Chair of the Board”), if there be oneany, the Presidentchief executive officer, the Vice Presidents president, any vice presidents in order of their rank and, within each rank, their order of rank and seniority, the secretary, the treasurer or, in the absence of such officers, a chairman chosen by the Shareholders stockholders by the vote of a majority of the votes cast by Shareholders stockholders present in person or by proxy. The Secretary, secretary or, in the Secretary’s absencecase of a vacancy in the office or absence of the secretary, an Assistant Secretaryassistant secretary or, or in the case of a vacancy in the offices or absence of both the Secretary secretary and Assistant Secretariesassistant secretaries, a person an individual appointed by the Board of Directors or, in the absence of such appointment, a person appointed by or the chairman of the meeting shall act as Secretarysecretary. In the event that the Secretary secretary presides at a meeting of the Shareholdersstockholders, an Assistant Secretary assistant secretary or an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business business, including but not limited to, the order of any proposals to be submitted to the stockholders (contingent or otherwise), and all other matters of procedure at any meeting of Shareholders stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures procedures, and take such action as, in the discretion of such chairmanchairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, ; (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders stockholders of record of the CompanyCorporation, their duly authorized proxies or and other such persons individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to Shareholders stockholders of record of the Company Corporation entitled to vote on such matter, their duly authorized proxies or other such persons individuals as the chairman of the meeting may determine; , (d) limiting the time allotted to questions or comments by participants; (e) determining when and for how long the polls should be open and closed; (f) maintaining order and security at the meeting; (fg) removing any Shareholder stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (gh) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meetingmeeting (for any purpose); and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of Shareholders stockholders shall not be required to be held in accordance with the rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorumprocedure.

Appears in 1 contract

Samples: Merger Agreement (Varagon Capital Corp.)

Organization and Conduct. Every meeting of Shareholders stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment, by the Chairman chairman of the Board, if there be one, board or, in the case of a vacancy in the office or absence of the Chairman chairman of the Boardboard, by one of the following officers present at the meeting: the Vice Chairman vice chairman of the Boardboard, if there be one, the Presidentpresident, the Vice Presidents vice presidents in their order of rank and seniority, or, in the absence of such officers, a chairman chosen by the Shareholders stockholders by the vote of a majority of the votes cast by Shareholders stockholders present in person or by proxy. The Secretarysecretary, or, in the Secretarysecretary’s absence, an Assistant Secretaryassistant secretary, or in the absence of both the Secretary secretary and Assistant Secretariesassistant secretaries, a person an individual appointed by the Board of Directors or, in the absence of such appointment, a person an individual appointed by the chairman of the meeting shall act as Secretarysecretary. In the event that the Secretary secretary presides at a meeting of the Shareholdersstockholders, an Assistant Secretary assistant secretary, or in the absence of assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairmanthe chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders stockholders of record of the CompanyCorporation, their duly authorized proxies or and other such persons individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to Shareholders stockholders of record of the Company Corporation entitled to vote on such matter, their duly authorized proxies or and other such persons individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when the polls should be opened and closed; (f) maintaining order and security at the meeting; (fg) removing any Shareholder stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (gh) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of Shareholders stockholders shall not be required to be held in accordance with the rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorumprocedure.

Appears in 1 contract

Samples: Settlement Agreement (Strategic Realty Trust, Inc.)

Organization and Conduct. Every meeting of Shareholders stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointmentappointment or appointed individual, by the Chairman chairman of the Board, if there be one, board or, in the case of a vacancy in the office or absence of the Chairman chairman of the Boardboard, by one of the following officers present at the meetingmeeting in the following order: the Vice Chairman vice chairman of the Boardboard, if there be is one, the Presidentchief executive officer, the Vice Presidents president, the vice presidents in their order of rank and seniority, the secretary or, in the absence of such officers, a chairman chosen by the Shareholders stockholders by the vote of a majority of the votes cast by Shareholders stockholders present in person or by proxy. The Secretarysecretary, or, in the Secretary’s secretary's absence, an Assistant Secretaryassistant secretary, or or, in the absence of both the Secretary secretary and Assistant Secretariesassistant secretaries, a person an individual appointed by the Board of Directors or, in the absence of such appointment, a person an individual appointed by the chairman of the meeting shall act as Secretarysecretary. In the event that the Secretary secretary presides at a meeting of the Shareholdersstockholders, an Assistant Secretary assistant secretary, or, in the absence of all assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairmanthe chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders stockholders of record of the CompanyCorporation, their duly authorized proxies or and such other such persons individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to Shareholders stockholders of record of the Company Corporation entitled to vote on such matter, their duly authorized proxies or and other such persons individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) maintaining order and security at the meeting; (f) removing any Shareholder who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (g) recessing or adjourning the meeting to a later date and time and place announced at the meeting. Unless otherwise determined by the chairman of the meeting, meetings of Shareholders shall not be required to be held in accordance with the rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.comments;

Appears in 1 contract

Samples: Merger Agreement (Two Harbors Investment Corp.)

Organization and Conduct. Every meeting of Shareholders stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment, by the Chairman chairman of the Board, if there be one, board or, in the case of a vacancy in the office or absence of the Chairman chairman of the Boardboard, by one of the following officers present at the meetingmeeting in the following order: the Vice Chairman vice chairman of the Boardboard, if there be is one, the Presidentpresident, the Vice Presidents vice presidents in their order of rank and seniority, or, in the absence of such officers, a chairman chosen by the Shareholders stockholders by the vote of a majority of the votes cast by Shareholders stockholders present in person or by proxy. The Secretarysecretary, or, in the Secretary’s secretary's absence, an Assistant Secretaryassistant secretary, or in the absence of both the Secretary secretary and Assistant Secretariesassistant secretaries, a person appointed by the Board of Directors or, in the absence of such appointment, a person appointed by the chairman of the meeting shall act as Secretarysecretary. In the event that the Secretary secretary presides at a meeting of the Shareholdersstockholders, an Assistant Secretary assistant secretary, or, in the absence of assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of Shareholders stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such action as, in the discretion of such chairmanthe chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to Shareholders stockholders of record of the CompanyCorporation, their duly authorized proxies or and other such persons individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to Shareholders stockholders of record of the Company Corporation entitled to vote on such matter, their duly authorized proxies or and other such persons individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when the polls should be opened and closed; (f) maintaining order and security at the meeting; (fg) removing any Shareholder stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; and (gh) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of Shareholders stockholders shall not be required to be held in accordance with the rules of parliamentary procedure or any established rules of order. If a quorum shall not be present at any meeting of the Shareholders, the chairman of the meeting or the Shareholders entitled to vote at such meeting, present in person or by proxy, shall have the authority to adjourn the meeting from time to time to a specified date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders present either in person or by proxy, at a meeting which has been duly called and convened, may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorumprocedure.

Appears in 1 contract

Samples: Merger Agreement (Walter Industries Inc /New/)

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