Special Meetings; Notice. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairperson of the Board of Directors, the chief executive officer, the president, the secretary or a majority of the directors then in office; provided that the person(s) authorized to call special meetings of the Board of Directors may authorize another person or persons to send notice of such meeting. Notice of the time and place of special meetings shall be: (a) delivered personally by hand, by courier or by telephone; (b) sent by United States first-class mail, postage prepaid; (c) sent by facsimile; (d) sent by electronic mail; or (e) otherwise given by electronic transmission (as defined in Section 232 of the DGCL), directed to each director at that director’s address, telephone number, facsimile number, electronic mail address or other contact for notice by electronic transmission, as the case may be, as shown on the Corporation’s records. If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile, (iii) sent by electronic mail or (iv) otherwise given by electronic transmission, it shall be delivered, sent or otherwise directed to each director, as applicable, at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the Corporation’s principal executive office) nor the purpose of the meeting, unless required by statute.
Appears in 4 contracts
Samples: Business Combination Agreement (Walker Jeffrey Clinton), Business Combination Agreement (Ogilvie Bruce a Jr), Business Combination Agreement (Adara Acquisition Corp.)
Special Meetings; Notice. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairperson of the Board of Directors, the chief executive officer, the president, the secretary or a majority of the directors then in office; provided that the person(s) authorized to call special meetings number of the Board of Directors may authorize another person directors, at such times and places as he or persons to send notice of such meetingshe or they shall designate. Notice of the time and place of special meetings shall be:
(ai) delivered personally by hand, by courier or by telephone;
(bii) sent by United States first-class mail, postage prepaid;
(ciii) sent by facsimile;; or
(div) sent by electronic mail; or
(e) otherwise given by electronic transmission (as defined in Section 232 of the DGCL), directed to each director at that director’s address, telephone number, facsimile number, number or electronic mail address or other contact for notice by electronic transmissionaddress, as the case may be, as shown on the Corporation’s records. If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile, facsimile or (iii) sent by electronic mail or (iv) otherwise given by electronic transmissionmail, it shall be delivered, delivered or sent or otherwise directed to each director, as applicable, at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the Corporation’s principal executive office) nor the purpose of the meeting, unless required by statute.
Appears in 3 contracts
Samples: Merger Agreement (ConversionPoint Holdings, Inc.), Merger Agreement (ConversionPoint Holdings, Inc.), Merger Agreement (Inuvo, Inc.)
Special Meetings; Notice. Special meetings of the Board board of Directors directors for any purpose or purposes may be called at any time by the chairperson chairman of the Board board of Directorsdirectors, the chief executive officer, the president, the secretary or a majority of the directors then in office; provided that the person(s) authorized to call special meetings number of the Board of Directors may authorize another person directors, at such times and places as he or persons to send notice of such meetingshe or they shall designate. Notice of the time and place of special meetings shall be:
(ai) delivered personally by hand, by courier or by telephone;
(bii) sent by United States first-class mail, postage prepaid;
(ciii) sent by facsimile;; or
(div) sent by electronic mail; or
(e) otherwise given by electronic transmission (as defined in Section 232 of the DGCL), directed to each director at that director’s address, telephone number, facsimile number, number or electronic mail address or other contact for notice by electronic transmissionaddress, as the case may be, as shown on the Corporation’s records. If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile, facsimile or (iii) sent by electronic mail or (iv) otherwise given by electronic transmissionmail, it shall be delivered, delivered or sent or otherwise directed to each director, as applicable, at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the Corporation’s principal executive office) nor the purpose of the meeting, unless required by statute.
Appears in 3 contracts
Samples: Plan of Conversion (Asv Holdings, Inc.), Plan of Conversion (A.S.V., LLC), Plan of Conversion (A.S.V., LLC)
Special Meetings; Notice. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairperson of the Board of Directors, the chief executive officer, the president, or the secretary Secretary or by a majority of the directors then in officeWhole Board; provided that the person(s) authorized to call a special meetings meeting of the Board of Directors may authorize another person or persons to send notice of such meeting. Notice of the time and place of special meetings shall be:
(a) delivered personally by hand, by courier or by telephone;
(b) sent by United States first-class mail, postage prepaid;
(c) sent by facsimile;
(d) sent by electronic mail; or
(e) otherwise given by electronic transmission (as defined in Section 232 of the DGCL), directed to each director at that director’s address, telephone number, facsimile number, electronic mail address or other contact for notice by electronic transmission, as the case may be, as shown on the CorporationCompany’s records. If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile, (iii) sent by electronic mail or (iv) otherwise given by electronic transmission, it shall be delivered, sent or otherwise directed to each director, as applicable, at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice of the time and place of the meeting may be communicated to the directordirector in lieu of written notice if such notice is communicated at least 24 hours before the time of the holding of the meeting. The notice need not specify the place of the meeting (if the meeting is to be held at the CorporationCompany’s principal executive office) nor the purpose of the meeting, unless required by statute.
Appears in 2 contracts
Samples: Merger Agreement (Amprius Technologies, Inc.), Merger Agreement (Otonomo Technologies Ltd.)
Special Meetings; Notice. Special meetings of the Board of Directors for any purpose or purposes shall be held at the call of the chairperson at such times and places (if any), within or without the State of Delaware, as he or she shall designate, upon notice to each director in accordance with this Section 3.7. Special meetings may also be called at any time by the chairperson a majority of the Board or the secretary, at the direction of Directors, the chief executive officer, the president, the secretary chairperson or a majority of the directors then in office; provided that Board. Notice of the person(sdate, time and place (if any) authorized to call of special meetings of the Board of Directors may authorize another person or persons to send notice of such meeting. Notice of the time and place of special meetings shall be:
(ai) delivered personally by hand, by courier service (including, without limitation, FedEx and United Parcel Service) or by telephone;
(bii) sent by United States Postal Services (“USPS”) first-class mail, postage prepaid;
(ciii) sent by facsimile;
facsimile or electronic mail (d) sent by directed to the electronic mailmail address at which the director has consented to receive notice); or
(eiv) otherwise given sent by other means of electronic transmission (as defined in Section 232 of the DGCL)transmission, directed to each director at that director’s address, telephone number, facsimile number, number or electronic mail address address, or other contact address for notice by electronic transmissiontransmission pursuant to which the director has consented to receive notice, as the case may be, as shown on the Corporation’s records. If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimilefacsimile or electronic mail, or (iii) sent by electronic mail or (iv) otherwise given by other means of electronic transmission, it shall be delivered, delivered or sent or otherwise directed to each director, as applicable, at least 24 twenty-four (24) hours before the time of the holding of the meeting. If the notice is sent by United States USPS first-class mail, it shall be deposited in the United States USPS mail at least four (4) days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the Corporation’s principal executive office) nor the purpose of the meeting, unless required by statute.
Appears in 1 contract
Samples: Merger Agreement (Acamar Partners Acquisition Corp.)
Special Meetings; Notice. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairperson Chairperson of the Board of DirectorsBoard, the chief executive officerExecutive Chairman of the Board, the presidentChief Executive Officer, a President, or the secretary or a majority of the directors then in office; provided that the person(s) authorized to call special meetings of the Board of Directors may authorize another person or persons to send notice of such meetingSecretary. Notice of the time and place of special meetings shall be:
(ai) delivered personally by hand, by courier or by telephone;
(bii) sent by United States first-class mail, postage prepaid;
(ciii) sent by facsimilefacsimile or electronic mail;
(div) sent by other means of electronic mailtransmission; or
(ev) otherwise given sent by electronic transmission (as defined in Section 232 of the DGCL)a nationally recognized overnight delivery service, directed to each director at that director’s address, telephone number, facsimile number, number or electronic mail address address, or other contact address for notice by electronic transmission, as the case may be, as shown on the Corporation’s records. If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimilefacsimile or electronic mail, or (iii) sent by electronic mail or (iv) otherwise given by other means of electronic transmission, it shall be delivered, delivered or sent or otherwise directed to each director, as applicable, at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States maila nationally recognized overnight delivery service, it shall be deposited in the United States mail at least four two days before the time of the holding of the meeting. Any oral If the notice is sent by U.S. mail, it shall be deposited in the U.S. mail at least five days before the time of the holding of the meeting. Except as may be communicated to otherwise expressly provided by applicable law, the director. The Certificate of Incorporation, or these bylaws, the notice or the waiver of notice need not specify the place of the meeting (if the meeting is to be held at the Corporation’s principal executive office) nor the purpose of the meeting, unless required by statute. Any and all business that may be transacted at a regular meeting of the Board may be transacted at a special meeting. A special meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with Section 7.13.
Appears in 1 contract
Samples: Merger Agreement (Welsbach Technology Metals Acquisition Corp.)
Special Meetings; Notice. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by (i) theBoard of Directors of the chairperson Corporation, (ii) the Chairman of the Board of DirectorsDirectors of the Corporation, (iii) the Chief Executive Officer (or, in the absence of a Chief Executive Officer, the chief executive officer, the president, the secretary or a majority President) of the directors Corporation, or (iv) a holder, or group of holders, of Common Stock holding more than twenty percent (20%) of the total voting power of the outstanding shares of capital stock of the Corporation then in office; provided that the entitled to vote. The person(s) authorized to call special meetings of the Board may fix the place and time of Directors may authorize another person or persons to send notice of such the meeting. Notice of the time and place of special meetings shall be:
: (a) delivered personally by hand, by courier or by telephone;
? (b) sent by United States first-class mail, postage prepaid;
? (c) sent by facsimile;
? or (d) sent by electronic mail; or
(e) otherwise given by electronic transmission (as defined in Section 232 of the DGCL), directed to each director eachdirector at that director’s 's address, telephone number, facsimile number, number or electronic mail address or other contact for notice by electronic transmissionaddress, as the case may be, as shown on the Corporation’s 's records. If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile, facsimile or (iii) sent by electronic mail or (iv) otherwise given by electronic transmissionmail, it shall be delivered, delivered or sent or otherwise directed to each director, as applicable, at least 24 twenty-four (24) hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated either to the director or to a person at the office of the director who the person giving notice has reason to believe will promptly communicate such notice to the director. The notice need not neednot specify the place of the meeting (if the meeting is to be held at the Corporation’s 's principal executive office) office nor the purpose of the meeting, unless required by statute.
Appears in 1 contract
Special Meetings; Notice. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairperson of the Board of Directors, the chief executive officer, the president, the secretary or a majority of the directors then in officeWhole Board; provided that the person(s) authorized to call special meetings of the Board of Directors may authorize another person or persons to send notice of such meeting. Notice of the time and place of special meetings shall be:
(a) delivered personally by hand, by courier or by telephone;
(b) sent by United States first-class mail, postage prepaid;
(c) sent by facsimile;
(d) sent by electronic mail; or
(e) otherwise given by electronic transmission (as defined in Section 232 of the DGCL), directed to each director at that director’s address, telephone number, facsimile number, electronic mail address or other contact for notice by electronic transmission, as the case may be, as shown on the CorporationCompany’s records. If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile, (iii) sent by electronic mail or (iv) otherwise given by electronic transmission, it shall be delivered, sent or otherwise directed to each director, as applicable, at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice of the time and place of the meeting may be communicated to the directordirector in lieu of written notice if such notice is communicated at least 24 hours before the time of the holding of the meeting. The notice need not specify the place of the meeting (if the meeting is to be held at the CorporationCompany’s principal executive office) nor the purpose of the meeting, unless required by statute.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gores Metropoulos II, Inc.)