Shareholder Proposals. In connection with the transactions contemplated hereby, the Company will call a meeting of its shareholders, to be held as promptly as practicable after the date of this Agreement to vote on (i) amendments to Company’s articles of incorporation necessary to consummate the transactions contemplated by this Agreement (the “Articles of Amendment”), including, without limitation, an amendment to authorize additional shares of Common Stock and Preferred Stock (the “Articles Amendment Proposal”), (ii) the issuance of Common Shares to the Investors and the Treasury and in connection with the Granite Merger, as contemplated by this Agreement, the Investment Agreements and the Merger Agreement and as required by Rule 5635 of the NASDAQ Listing Rules (the “Share Issuance Proposal”), and (iii) the approval of a reverse stock split of the Common Shares, if such approval is required by the NASDAQ Listing Rules or as the Company otherwise deems necessary (the “Stock Split Proposal”, together with the Articles Amendment Proposal and the Share Issuance Proposal, the “Shareholder Proposals”).
Shareholder Proposals. For any Shareholder proposal to be presented in connection with an annual meeting of Shareholders of the Company, as permitted by this Agreement or required by applicable law, including any proposal relating to the nomination of a person to be elected to the Board of Directors of the Company, the Shareholders must have given timely notice thereof in writing to the Secretary of the Company. To be timely, a Shareholder's notice shall be delivered to the Secretary at the principal business offices of the Company not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the Shareholder to be timely must be so delivered not earlier than the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. Such Shareholder's notice shall set forth (a) as to each person whom the Shareholder proposes to nominate for election or reelection as a Director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person's written consent to being named in the proxy statement as a nominee and to serving as a Director if elected); (b) as to any other business that the Shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such Shareholder and of the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the Shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (i) the name and address of such Shareholder, as they may appear on the Company's books, and of such beneficial owner and (ii) the class and number of Shares of the Company which are owned beneficially and of record by such Shareholder and such beneficial owner.
Shareholder Proposals. According to the Danish Companies Act, extraordinary general meetings of shareholders will be held whenever the board of directors or the appointed auditor requires. In addition, one or more shareholders representing at least 1/20th of the registered share capital of the company may, in writing, require that a general meeting be convened. If such a demand is forwarded, the board of directors shall convene the general meeting within two weeks thereafter. All shareholders have the right to present proposals for adoption at the annual general meeting, provided that the proposals are made in writing and forwarded at the latest six weeks prior thereto. In the event that the proposal is received at a later date, the board of directors will decide whether the proposal has been forwarded in due time to be included on the agenda.
Shareholder Proposals. As a general matter, the Funds do not hold regular meetings of shareholders. If you wish to submit a proposal for consideration at a meeting of shareholders of your Fund, you should send such proposal to the applicable Company at the address set forth on the first page of this Proxy Statement. To be considered for presentation at a meeting of shareholders, the applicable Company must receive proposals a reasonable time before proxy materials are prepared for the meeting. Your proposal also must comply with applicable law. For discussion of how to propose an individual for nomination as a director, please refer to the section of this Proxy Statement entitled "Proposal 1 -- Current Committees of the Boards -- Nominating Committee." PROPOSAL 1 -- ELECTION OF DIRECTORS WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 1? Proposal 1 applies to the shareholders of all Funds.
Shareholder Proposals. Each of the Purchaser and the General Partner covenants and agrees that, until the Release Date occurs, no member of the Restricted Group shall (A) initiate, propose or otherwise solicit shareholders of the Company with respect to, or otherwise make publicly, any shareholder proposal with respect to the Company (including without limitation a proposal of the type described in Rule 14a-8 under the Exchange Act), or induce or attempt to induce any other Person to initiate any such shareholder proposal or (B) solicit, seek to effect, negotiate with or provide any information to any other Person (other than another member of the Restricted Group) with respect to, or make any proposal, whether written or oral, to the Board, or otherwise make any public announcement or proposal whatsoever with respect to, a merger or acquisition of the Company or any of its Subsidiaries, the sale of substantially all of the assets of the Company or any capital stock of any of its Significant Subsidiaries, the purchase of Voting Securities of the Company or any of its Significant Subsidiaries, the liquidation or recapitalization of the Company or any of its Subsidiaries or any similar business transactions, or take any other action which might require or result in a public announcement with respect to any such matters or other matters which would require a shareholder vote, or make an announcement of the intention to make such a proposal (in each case other than any such public statements or proposals necessary to the exercise of the Restricted Group's solicitation rights permitted by the proviso contained in Section 2 of this Agreement).
Shareholder Proposals. As a general matter, your Fund does not hold regular meetings of shareholders. If you wish to submit a proposal for consideration at a meeting of shareholders of your Fund, you should send such proposal to Company at the address set forth on the first page of this Proxy Statement/Prospectus. To be considered for presentation at a meeting of shareholders, Company must receive proposals a reasonable time before proxy materials are prepared for the meeting. Your proposal also must comply with applicable law. For a discussion of procedures that you must follow if you want to propose an individual for nomination as a director, please refer to the section of this Proxy Statement/Prospectus entitled "Proposal 2 -- Committees of the Board -- Governance Committee." OWNERSHIP OF SHARES A list of the name, address and percent ownership of each person who, as of January 9, 2004, to the knowledge of Company owned 5% or more of any class of the outstanding shares of your Fund can be found at Exhibit E. A list of the name, address and percent ownership of each person who, as of January 9, 2004, to the knowledge of Buyer owned 5% or more of any class of the outstanding shares of Buying Fund can be found at Exhibit F. INDEPENDENT PUBLIC ACCOUNTANTS The Audit Committee of the Board of Company has appointed PricewaterhouseCoopers LLP ("PwC") as Company's independent public accountants for the fiscal year ending December 31, 2004. The financial statements should be read in conjunction with the disclosure in this Proxy Statement under the heading "Certain Civil Proceedings and Lawsuits." A representative of PwC is expected to be available at the Special Meeting and to have the opportunity to make a statement and respond to appropriate questions from the shareholders. The Audit Committee has considered whether the provision of the services below is compatible with maintaining PwC's independence. The Audit Committee also has considered whether the provision of non-audit services that were rendered to INVESCO, and any entity controlling, controlled by or under common control with INVESCO that provides ongoing services to Company ("INVESCO Affiliates"), that were not required to be pre-approved pursuant to SEC regulations is compatible with maintaining PwC's independence. A copy of the Audit Committee's Pre-Approval of Audit and Non-Audit Services Policies and Procedures is at Appendix VIII. FEES BILLED BY PWC RELATED TO THE COMPANY PwC billed Company aggregate fees for services r...
Shareholder Proposals. (a) The record date to vote on the Shareholder Proposals (as hereinafter defined) has been duly fixed to be December 17, 1997 (the "Record Date") by all necessary action of the Board of Directors. As of the date hereof, the shareholders of the Company listed on Schedule 2.1.24 are the record holders of the number of shares of Common Stock or Series A Preferred Stock, as the case may be, set forth opposite their names on such schedule. Such shareholders are entitled to vote all such shares in connection with the Shareholder Proposals. Such shares represent more than 50% of the issued and outstanding Common Stock and other securities of the Company having voting rights as of the date hereof (and will represent more than 50% of the issued and outstanding Common Stock and other securities of the Company having voting rights as of the Record Date) and are sufficient in number to approve the Shareholder Proposals even if all other shares of Common Stock and other securities having voting rights issued and outstanding as of the date hereof vote against the Shareholder Proposals.
(b) The Board of Directors of the Company, at a meeting duly called and held, has by the vote of those directors present (who constituted 100% of the directors then in office)
(i) determined that the Shareholder Proposals are fair to and in the best interests of the shareholders of the Company and has approved the same and (ii) resolved to recommend that the holders of the shares of Common Stock and Series A Preferred Stock approve the Shareholder Proposals.
Shareholder Proposals. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings. Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in articles of association. Our amended and restated articles of association allow our shareholders holding not less than ten percent of all voting power of our share capital in issue to requisition a shareholders meeting, in which case our board of directors is obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting. Other than this right to requisition a shareholders meeting, our amended and restated articles of association do not provide our shareholders other right to put proposal before a meeting. As an exempted Cayman Islands company, we are not obliged by law to call shareholders annual general meetings.
Shareholder Proposals. At all Annual Meetings of shareholders commencing after the Annual Meeting of Shareholders to be held in 1996, if any, shareholder proposals with respect to an annual meeting shall be made in compliance with the provisions of Rule 14a-8 of the Securities Exchange Act of 1934, as amended ("Rule 14a-8"). With respect to a Special Meeting of shareholders, shareholder proposals must be stated in writing and filed with the secretary of the Corporation not later than the close of business on the seventh (7th) day following the day on which notice of such Special Meeting is first given to shareholders. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees; but, in connection with such reports, no new business shall be acted upon at such annual meeting unless stated and filed as herein provided.
Shareholder Proposals. In connection with the transactions contemplated hereby, the Company will call a special meeting of its shareholders for the purpose of (i) approving the issuance of Common Shares and the Investor Warrant (including the Common Shares to be issued upon exercise of the Investor Warrant) to the Investor pursuant to the terms and conditions of this Agreement as required pursuant to NASDAQ Marketplace Rules 5635(b), 5635(c) and 5635(d), (ii) approving a 1-for-5 reverse stock split of the Common Shares, and (iii) approving an omnibus incentive compensation plan pursuant to which the Company may issue certain incentive awards to directors, officers and employees of the Company and the Bank as required pursuant to NASDAQ Marketplace Rule 5635(c), all as more fully described in Section 3.4(b) of this Agreement.
