Special Election Meeting. If a Registration Statement registering the resale of Registrable Shares has not been declared effective by the Commission, and the Registrable Shares have not been listed for trading on a national securities exchange, on or before 270 days after (i) the end of the Initial Demand Period if a Demand Request was made in accordance with Section 2(a) during the Initial Demand Period or (ii) the date the Company receives any Demand Request made in accordance with Section 2(a) during the Later Demand Period (such date, as applicable, the “Trigger Date”), a special meeting of stockholders (the “Special Election Meeting”) shall be called in accordance with the Bylaws of the Company. The Special Election Meeting shall occur as soon as possible following the Trigger Date but in no event more than sixty (60) days after the Trigger Date.
Special Election Meeting. (a) Subject to the last sentence of this Section 3(a), if either (i) a Shelf Registration Statement registering the resale of the Registrable Shares has not been declared effective by the Commission and the Company has not completed an initial public offering pursuant to an IPO Registration, or (ii) the Common Stock of the Company has not been listed for trading on a national securities exchange, before October 29, 2013 (the “Trigger Date”), a special meeting of stockholders (the “Special Election Meeting”) shall be called in accordance with the Bylaws of the Company; provided that the requirement to hold a Special Election Meeting may be waived or deferred upon the Company’s receipt of the consent, at a duly called meeting or by written consent, of Holders of at least seventy-five percent (75%) of the outstanding Registrable Shares, may waive the requirement to hold the Special Election meeting (at a duly called meeting or by written consent); provided, however, that Registrable Shares that are owned, directly or indirectly, by an “executive officer” (as defined in Rule 405 of the Securities Act) of the Company shall not be deemed to be outstanding for this purpose. The Special Election Meeting shall occur as soon as reasonably practicable following the Trigger Date but in no event more than thirty (30) days after the Trigger Date. For the avoidance of doubt, the Company shall have no obligation to hold a Special Election Meeting pursuant to this Section 3 or the Bylaws of the Company if the Company has completed an initial public offering pursuant to an IPO Registration Statement and the Common Stock of the Company has been listed for trading on a national securities exchange before the Trigger Date.
Special Election Meeting. (a) If a Registration Statement registering the resale of the Registrable Shares has not been declared effective by the Commission, or the Registrable Shares have not been listed for trading on the New York Stock Exchange or the NASDAQ Global Market prior to the earlier of (i) six (6) months after the filing of the Registration Statement and (ii) twelve (12) months after the GSE Approval Date (the “Trigger Date”), a special meeting of stockholders (the “Special Election Meeting”) shall be called in accordance with the Amended and Restated Bylaws of the Company. The Special Election Meeting shall occur as soon as possible following the Trigger Date but in no event more than forty-five (45) days after the Trigger Date.
Special Election Meeting. (a) Unless a Registration Statement registering the resale of the Registrable Shares has been declared effective by the Commission and the Registrable Shares have been listed for trading on a national securities exchange, (i) on a date that is the later of (x) one hundred eighty (180) days after the filing of such Registration Statement or (y) forty-five (45) days after the Spectrum Closing Date, or (ii) if the Company completes its initial public offering pursuant to the IPO Registration Statement prior to the date described in clause (i) above, on a date that is sixty (60) days after the completion of such initial public offering (each, a “Trigger Date”), a special meeting of stockholders (the “Special Election Meeting”) shall be called in accordance with the Bylaws of the Company. The Special Election Meeting shall occur as soon as possible following the Trigger Date but in no event more than thirty (30) days after the Trigger Date.
Special Election Meeting. (a) Unless a Registration Statement registering the resale of the Registrable Shares has been declared effective by the Commission and the Registrable Shares have been listed for trading on a national securities exchange, prior to February 13, 2015, or, if the Company completes its initial public offering pursuant to the IPO Registration Statement prior to February 13, 2015, on a date that is on or before 60 days after the completion of such initial public offering (each, a “Trigger Date”), a special meeting of stockholders (the “Special Election Meeting”) shall be called in accordance with the Bylaws of the Company, unless Holders of at least two-thirds of the outstanding Registrable Shares (other than the Merger Shares and any shares of Common Stock held by the executive officers and directors of the Company) waive or defer the requirement that the Company holds the Special Election Meeting. The Special Election Meeting shall occur as soon as possible following the Trigger Date but in no event more than 30 days after the Trigger Date.
Special Election Meeting. (a) If a Registration Statement registering the resale of the Registrable Shares has not been declared effective by the Commission on a date that is one hundred eighty (180) days after the filing of such Registration Statement (the “Trigger Date”), a special meeting of stockholders (the “Special Election Meeting”) shall be called in accordance with the Bylaws of the Company, provided that Holders of two-thirds of the outstanding Registrable Shares may waive the requirement to hold a Special Election Meeting. The Special Election Meeting shall occur as soon as reasonably practicable following the Trigger Date but in no event more than forty-five (45) days after the Trigger Date.
Special Election Meeting. (a) Unless a Registration Statement registering the resale of the Registrable Shares has been declared effective by the Commission and the Registrable Shares have been listed for trading on a national securities exchange prior to the date that is 180 days immediately following the initial filing of the Shelf Registration Statement, or, if the Company completes its initial public offering pursuant to an IPO Registration Statement prior to the date that is 180 days immediately following the initial filing of the Shelf Registration Statement, on a date that is on or before 60 days after the completion of such initial public offering (each, a “Trigger Date”), a special meeting of stockholders (the “Special Election Meeting”) shall be called in accordance with the Bylaws of the Company, unless Holders of at least two-thirds of the outstanding Registrable Shares (other than any shares of Common Stock held by the executive officers and directors of the Company) waive or defer the requirement that the Company holds the Special Election Meeting. The Special Election Meeting shall occur as soon as possible following the Trigger Date but in no event more than 30 days after the Trigger Date.
Special Election Meeting. (a) If either (i) a Shelf Registration Statement or IPO Registration Statement has not been declared effective by the Commission by June 30, 2014 (the “First Trigger Date”), or (ii) if the Company has completed an initial public offering pursuant to an IPO Registration Statement prior to the First Trigger Date but has not caused a Shelf Registration Statement to be declared effective by the Commission by the 75th day after the closing date of an initial public offering by the Company pursuant to an IPO registration Statement (the “Second Trigger Date”), provided that if such 75th day falls between February 12, 2014 and the date that the Company’s Annual Report on Form 10-K for the 2013 fiscal year is required to be filed with the Commission under the Exchange Act, the Second Trigger Date will be extended until five days after the Company files such Annual Report on Form 10-K with the Commission, and in either case the Company has received timely notice of at least three nominations in compliance with Section 3(c) and Section 3(d) hereof, the Company shall call a special meeting of stockholders (the “Special Election Meeting”) in accordance with Article VI of the Code of Regulations of the Company. The Special Election Meeting shall occur as soon as reasonably practicable following the First Trigger Date or the Second Trigger Date, as applicable, and the receipt by the Company of the timely notice of at least three nominations in compliance with Section 3(c) and Section 3(d) hereof, but, in any event, if the Company is obligated hereunder to call a Special Election Meeting, such meeting shall occur no later than 60 days after the Company has received timely notice of at least three nominations in compliance with Section 3(c) and Section 3(d) hereof.
Special Election Meeting. (a) If a Shelf Registration Statement registering the resale of the Registrable Shares has not been declared effective by the Commission and the Registrable Shares have not been listed for trading on a national securities exchange, on a date that is within one hundred eighty (180) days after the Shelf Filing Date (as such date may be deferred pursuant to Section 2(a)) (the “Trigger Date”), a special meeting of shareholders (the “Special Election Meeting”) shall be called in accordance with the Bylaws of the Company; provided that the requirement to hold a Special Election Meeting may be waived or deferred upon the Company’s receipt of the consent, at a duly called meeting or by written consent, of Holders of at least seventy-five percent (75%) of the outstanding Registrable Shares; provided, however, that Registrable Shares that are owned, directly or indirectly, by an Affiliate or “executive officer” (as defined in Rule 405 of the Securities Act) of the Company shall not be deemed to be outstanding for this purpose. The Special Election Meeting shall occur as soon as possible following the Trigger Date but in no event more than thirty (30) days after the Trigger Date.
Special Election Meeting. (a) Notwithstanding any other provision in this Agreement to the contrary, in the event that a registration statement registering the resale of the Registrable Shares has not been declared effective by the Securities and Exchange Commission and the Registrable Shares have not been listed for trading on the New York Stock Exchange, NASDAQ Global Market or NASDAQ Capital Market in accordance with Section 5(m) of this Agreement prior to December 20, 2016 (the “Trigger Date”) or on the date that is sixty (60) days after the completion of an initial public offering prior to the Trigger Date pursuant to the IPO Registration Statement, a special meeting of shareholders (the “Special Election Meeting”) may be called within five (5) days of the Trigger Date in accordance with the Bylaws of the Company. The Special Election Meeting shall occur, if so called, as soon as possible following the Trigger Date, but in no event more than thirty (30) days after the Trigger Date. Notwithstanding the above, the deadlines for registration and effectiveness of a Registration Statement may be extended by a vote of the Participants holding two-thirds of the Shares of the Company.
