Common use of Special Meetings; Notice Clause in Contracts

Special Meetings; Notice. Special meetings of the Board of Directors may be called by the Chairman, if there be one, the Chief Executive Officer, or by any two Directors. Special meetings of any committee of the Board of Directors may be called by the chairman of such committee, if there be one, the Chief Executive Officer or any Director serving on such committee. Notice thereof stating the place, date and hour of the special meeting shall be given to each Director (or, in the case of a committee, to each member of such committee) either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, facsimile, email or other electronic means on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. A notice of a special meeting of the Board of Directors or any committee thereof need not specify the purpose of the meeting unless required by this Agreement. Notice of any meetings of the Board shall not, however, be required to be given to any Director who submits a signed waiver of notice, or waives notice of such meeting by electronic transmission, whether before or after the meeting, or if he or she shall be present at such meeting; and any meeting of the Board of Directors shall be a legal meeting without any notice thereof having been given if all the Directors of the Company then in office shall be present thereat or shall have waived notice thereof.

Special Meetings; Notice. Special meetings of the Board of Directors may be called by the Chairman, if there be one, the Chief Executive Officer, or by any two Directors. Special meetings of any committee of the Board of Directors may be called by the chairman of such committee, if there be one, the Chief Executive Officer or any Director serving on such committee. Notice thereof stating the place, date and hour of the special meeting shall be given to each Director (or, in the case of a committee, to each member of such committee) either by mail not less than forty-–eight (48) hours before the date of the meeting, by telephone, facsimile, email or other electronic means on twenty-–four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. A notice of a special meeting of the Board of Directors or any committee thereof need not specify the purpose of the meeting unless required by this Agreement. Notice of any meetings Meetings of the Board shall not, however, be required to be given to any Director who submits a signed waiver of notice, or waives notice of such meeting by electronic transmission, whether before or after the meeting, or if he or she shall be present at such meeting; and any meeting of the Board of Directors shall be a legal meeting without any notice thereof having been given if all the Directors of the Company then in office shall be present thereat or shall have waived notice thereof.

Special Meetings; Notice. Special meetings of the Board of Directors may be called at any time by the Chairman, if there be one, the Chief Executive Officer, or by any two Directors. Special meetings of any committee Chairman of the Board of Directors may or the President and shall be called by the chairman Secretary upon the written request of any three directors and each special meeting shall be held at such committee, if there place and time as shall be one, specified in the Chief Executive Officer or any Director serving on notice thereof. At least twenty-four (24) hours' notice of each such committee. Notice thereof stating the place, date and hour of the special meeting shall be given to each Director (or, in the case director personally or sent to him addressed to his residence or usual place of a committee, to each member of such committee) either by mail not less than forty-eight (48) hours before the date of the meeting, business by telephone, facsimiletelegram or facsimile transmission, email or other electronic means on twenty-four (24) at least 120 hours’ notice, ' notice of each such special meeting shall be given to each director by letter sent to him addressed as aforesaid or on such shorter notice and by such means as the person or persons calling such meeting may deem reasonably necessary or appropriate in light of the circumstances. A Any notice by letter or telegram shall be deemed to be given when deposited in the United States mail so addressed or when duly deposited at an appropriate office for transmission by telegram, as the case may be. Such notice need not state the business to be transacted at or the purpose or purposes of such special meeting. No notice of a any such special meeting of the Board of Directors or any committee thereof need not specify the purpose of the meeting unless required by this Agreement. Notice of any meetings of the Board shall not, however, be required to be given to any Director director who submits a signed waiver attends in person or who, in writing executed and filed with the records of noticethe meeting, or waives notice of such meeting by electronic transmission, whether either before or after the meetingholding thereof, or if he or she shall waives such notice. No notice need be present at such meeting; and any given of an adjourned meeting of the Board of Directors shall be a legal meeting without any notice thereof having been given if all the Directors of the Company then in office shall be present thereat or shall have waived notice thereofDirectors.

Special Meetings; Notice. Special meetings of the Management Board shall be held whenever called by a majority of Directors the members of the Management Board, at such time and place as may be called by specified in the Chairman, if there be one, the Chief Executive Officer, respective notices or by any two Directorswaivers of notice thereof. Special meetings Notice of any committee of the Board of Directors may be called by the chairman of such committee, if there be one, the Chief Executive Officer or any Director serving on such committee. Notice thereof stating the place, date and hour of the special meeting shall be given to each Director (or, in the case of a committee, to each member of such committee) either by mail not less than at least forty-eight hours prior thereto and may be delivered verbally or in writing. The foregoing shall not be construed to require personal notice, but such notice may be given in writing: (48i) hours before by personal delivery, courier or messenger, and such notice shall be deemed to be given when the date same shall have been delivered to a member of the Management Board at his or her address as it appears on the records of the Company; or (ii) by electronic mail (e-mail), facsimile or electronic transmission, and such notice shall be deemed to be given when the same shall have been transmitted to a member of the Management Board’s e-mail address or facsimile number as it appears on the records of the Company. Any member of the Management Board may waive notice of any meeting. The attendance of a member of the Management Board at a meeting shall constitute a waiver of notice of such meeting, by telephone, facsimile, email or other electronic means on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. A notice of except where a special meeting member of the Management Board of Directors or any committee thereof need not specify attends a meeting for the express purpose of objecting to the transaction of any business because the meeting unless required by this Agreementis not lawfully called or convened. Notice of any meetings of the Board special meeting shall not, however, not be required to be given to any Director member of the Management Board who submits a signed waiver shall attend such meeting in person or to any member of notice, or waives the Management Board who shall waive notice of such meeting by electronic transmissionin writing, whether before or after the meeting, or if he or she shall be present at time of such meeting; and any such meeting of the Board of Directors shall be a legal meeting without any notice thereof having been given if all the Directors members of the Company then in office Management Board shall be present thereat or thereat. Notice of any adjourned meeting shall have waived notice thereofnot be required to be given.

Special Meetings; Notice. Special meetings of the Board of Directors may shall be held whenever called by the Chairman, if there be one, the Chief Executive Officer, or by any two Directors. Special meetings of any committee of the Board of Directors may be called by the chairman of such committee, if there be one, the Chief Executive Officer or any Director serving on Chairman of the Board or by a majority o the total number of directors in office. Special meetings of committees of the Board shall be held whenever called by the Chief Executive Officer or Chairman of the Board, a majority of the total number of directors in office or a majority of the members of such committee. Notice thereof stating the place, date and hour of the special each such meeting shall be given mailed to each Director (ordirector or committee member, in as the case may be, addressed to him at his usual place of a committeebusiness at least ten days before the day on which the meeting is to be held, or shall be sent to each member him at such place of such committee) either business by mail facsimile transmission or other available means, or delivered personally or by telephone not less later than forty-eight (48) 24 hours before the date of day on which the meeting, by telephone, facsimile, email or other electronic means on twenty-four (24) hours’ notice, or on meeting is to be held. Each such shorter notice as shall state the person or persons calling such meeting may deem necessary or appropriate in the circumstances. A notice of a special meeting of the Board of Directors or any committee thereof need not specify the purpose time and place of the meeting unless required by this Agreementand the purpose thereof. Notice of any meetings of the Board shall not, however, be required to such meeting need not be given to any Director who submits a signed waiver of noticedirector or committee member, or waives notice of such meeting as the case may be, however, if waived by electronic transmissionhim in writing, whether before or after the meetingsuch meeting shall be held, or if he or she shall be present at such meeting; and any meeting other than for the express purpose of objecting, at the beginning of the Board meeting, to the transaction of Directors shall be a legal any business because the meeting without any notice thereof having been given if all the Directors of the Company then in office shall be present thereat is not lawfully called or shall have waived notice thereofconvened.