Common use of Place and Notice of Meetings Clause in Contracts

Place and Notice of Meetings. Each meeting of the Family Shareholders called by the Company shall be held in Cincinnati, Ohio or at such other place within or without the State of Ohio as may be designated by the Company and stated in the notice of such meeting. Each meeting of the Family Shareholders called by the Family Shareholders shall be held at the place designated in the notice of such meeting by the Family Shareholders or Family Council calling such meeting. Notice of a meeting of the Family Shareholders shall be deemed sufficient for purposes of this Section 9 if delivered to each Family Shareholder a) by guaranteed overnight delivery via Federal Express (or similar service) at the address last furnished by him or her to the Company, or b) by email to the email address last furnished by him or her to the Company. A Family Shareholder may waive any notice of meeting required under this Section 9 by providing the chairperson of the meeting in question with a written waiver of notice prior to, at or after such meeting. Meetings of the Family Shareholders may be held by means of any communications equipment (e.g., telephone, video or web conferencing equipment) that enables each Family Shareholder an opportunity to participate in the meeting and to vote on matters submitted to Family Shareholders at the meeting, including an opportunity to read or hear proceedings of the meeting and to speak or otherwise participate in the proceedings contemporaneously with those who will be present physically or present by the use of any such communications equipment. Any action that may be authorized or taken at a meeting of the Family Shareholders may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the Family Shareholders. A telegram, cablegram, electronic mail or electronic or other transmission capable of authentication that has been sent by a Family Shareholder and that contains an affirmative vote or approval of that person is a signed writing for purposes of the foregoing sentence. The date on which that telegram, cablegram, electronic mail, or electronic or other transmission is sent is the date on which the writing is signed.

Appears in 4 contracts

Samples: Scripps Family Agreement, Scripps Family Agreement (E.W. SCRIPPS Co), Scripps Family Agreement (Scripps Networks Interactive, Inc.)

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