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Common use of Special Meetings of Shareholders Clause in Contracts

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s notice of meeting. Nominations of persons for election to the Trustees may be made at a special meeting of Shareholders at which trustees are to be elected (i) pursuant to the Trust’s notice of meeting (or any supplement thereto), (ii) by or at the direction of the Trustees or any committee thereof or (iii) provided that the Trustees have determined that trustees shall be elected at such special meeting, by any Shareholder of the Trust who is a Shareholder of record both at the time the notice provided for in this Section 3.8(b) is delivered to the Secretary and at the time of the special meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 3.8(b). In the event the Trust calls a special meeting of Shareholders for the purpose of electing one or more Trustees, any such Shareholder may nominate a person or persons (as the case may be) for election to such position as specified in the Trust’s notice of meeting, if the Shareholder’s notice containing the information required by paragraph (a)(2) of this Section 3.8 shall have been delivered to the Secretary at the principal offices of the Trust not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and the nominees proposed by the Trustees to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholder’s notice as described above.

Appears in 25 contracts

Samples: By Laws (Calamos Dynamic Convertible & Income Fund), By Laws (Calamos Global Convertible & Dynamic Income Trust), By Laws (Calamos Global Convertible & Dynamic Income Trust)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s notice of meeting. Nominations of persons for election to the Trustees may be made at a special meeting of Shareholders at which trustees are to be elected (i) pursuant to the Trust’s notice of meeting (or any supplement thereto)meeting, (ii) by or at the direction of the Trustees or any committee thereof or (iii) provided that the Trustees have determined that trustees shall be elected at such special meeting, by any Shareholder of the Trust who is a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b) is delivered to the Secretary and at the time of the special meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 3.8(b). In the event the Trust calls a special meeting of Shareholders for the purpose of electing one or more Trustees, any such Shareholder may nominate a person or persons (as the case may be) for election to such position as specified in the Trust’s notice of meeting, if the Shareholder’s notice containing the information required by paragraph (a)(2) of this Section 3.8 shall have been delivered to the Secretary at the principal offices of the Trust not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and the nominees proposed by the Trustees to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholder’s notice as described above.

Appears in 11 contracts

Samples: By Laws (Calamos Convertible & High Income Fund), By Laws (Calamos Global Total Return Fund), By Laws (Calamos Long/Short Equity Income 2028 Term Trust)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s 's notice of meeting. Nominations of persons for election to the Trustees may be made at a special meeting of Shareholders at which trustees are to be elected (i) pursuant to the Trust’s 's notice of meeting (or any supplement thereto)meeting, (ii) by or at the direction of the Trustees or any committee thereof or (iii) provided that the Trustees have determined that trustees shall be elected at such special meeting, by any Shareholder of the Trust who is a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b) is delivered to the Secretary and at the time of the special meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 3.8(b). In the event the Trust calls a special meeting of Shareholders for the purpose of electing one or more Trustees, any such Shareholder may nominate a person or persons (as the case may be) for election to such position as specified in the Trust’s 's notice of meeting, if the Shareholder’s 's notice containing the information required by paragraph (a)(2) of this Section 3.8 shall have been delivered to the Secretary at the principal offices of the Trust not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and the nominees proposed by the Trustees to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholder’s 's notice as described above.

Appears in 7 contracts

Samples: By Laws (Calamos Global Total Return Fund), By Laws (Calamos Convertible Opportunities & Income Fund), By Laws (Calamos Strategic Total Return Fund)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s 's notice of meeting. Nominations of persons for election to the Trustees may be made at a special meeting of Shareholders at which trustees are to be elected (i) pursuant to the Trust’s 's notice of meeting (or any supplement thereto)meeting, (ii) by or at the direction of the Trustees or any committee thereof or (iii) provided that the Trustees have determined that trustees shall be elected at such special meeting, by any Shareholder of the Trust who is a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b3.9(b) is delivered to the Secretary and at the time of the special meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 3.8(b3.9(b). In the event the Trust calls a special meeting of Shareholders for the purpose of electing one or more Trustees, any such Shareholder may nominate a person or persons (as the case may be) for election to such position as specified in the Trust’s 's notice of meeting, if the Shareholder’s 's notice containing the information required by paragraph (a)(2) of this Section 3.8 3.9 shall have been delivered to the Secretary at the principal offices of the Trust not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and the nominees proposed by the Trustees to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholder’s 's notice as described above.

Appears in 6 contracts

Samples: By Laws (Calamos Strategic Total Return Fund), By Laws (Magnetar Spectrum Fund), By Laws (Calamos Convertible Opportunities & Income Fund)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the TrustCompany’s notice of meeting. Nominations of persons for election to the Trustees Board of Directors may only be made at a special meeting of Shareholders at which trustees directors are to be elected elected: (i) pursuant to the TrustCompany’s notice of meeting (for a meeting called by the Chairman or any supplement thereto), (ii) the Board of Directors by or at the direction of the Trustees or any committee thereof Board of Directors or (iiiii) provided that the Trustees have Board of Directors has determined that trustees directors shall be elected at such special meeting, by any Shareholder of the Trust Company (A) who is a Shareholder of record both holds, at the time the of giving of notice provided for in this Section 3.8(b9.7(d) is delivered to the Secretary and at through and including the time of the special meeting, a Certificate evidencing such Shareholder’s ownership of all Shares owned by such Shareholder, (B) who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business and (C) who complied complies with the notice procedures set forth in this Section 3.8(b9.7(d). In If, pursuant to the event request of the Trust Chairman, the President or a majority of the members of the Board of Directors, the Company calls a special meeting of Shareholders for the purpose of electing one or more Trusteesdirectors to the Board of Directors, any such Shareholder may nominate a person or persons (as the case may be) for election to such position position(s) as specified in the TrustCompany’s notice of meeting, if the Shareholder’s notice containing contains the information required by paragraph (a)(2Section 9.7(a)(2) of this Section 3.8 shall have and the notice has been delivered to the Secretary at the principal executive offices of the Trust Company not earlier than the close of business on the 120th one hundred twentieth (120th) day prior to such special meeting and not nor later than the close of business on the later of (x) the 90th ninetieth (90th) day prior to such special meeting or (y) the 10th tenth (10th) day following the day on which public announcement is first made of the date of the such special meeting and of the nominees proposed by the Trustees Board of Directors to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholder’s notice as described above. No Shareholder may give a notice to the Secretary provided for in this Section 9.7(d) unless such Shareholder holds a Certificate for all Shares owned by such Shareholder, and a copy of each Certificate shall accompany such Shareholder’s notice to the Secretary in order for such notice to be effective; provided, however, that (x) the provisions of this sentence and clause (A) of Section 9.7(d)(ii) shall be inapplicable unless Shareholders are entitled to receive a Certificate evidencing the Shares owned by them, and (y) if clause (x) of this proviso is applicable, no Shareholder may give a notice to the Secretary described in this Section 9.7(d) unless such Shareholder is, at the time of giving such notice and through and including the time of the special meeting, a Shareholder of record of all Shares owned by such Shareholder.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Travelcenters of America LLC), Limited Liability Company Agreement (Travelcenters of America LLC), Limited Liability Company Agreement (Travelcenters of America LLC)

Special Meetings of Shareholders. Only such As set forth in Section 4 of this Article VI, only business brought before the meeting pursuant to a proper notice of meeting shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s notice of meetingshareholders. Nominations of persons for election to the Board of Trustees only may be made at a special meeting of Shareholders shareholders at which trustees are to be elected elected: (i) pursuant to the Trust’s 's notice of meeting (or any supplement thereto), (ii) by or at the direction of the Trustees or any committee thereof Board of Trustees; or (iiiii) provided that the Board of Trustees have has determined that trustees shall be elected at such special meeting, by any Shareholder shareholder of the Trust who is a Shareholder shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b4(e) is delivered to the Secretary and at the time of the special meeting, who is entitled to vote at the meeting and who complied complies with the notice procedures set forth in this Section 3.8(b4(e). In the event the Trust calls a special meeting of Shareholders shareholders for the purpose of electing one or more trustees to the Board of Trustees, any such Shareholder shareholder may nominate a person or persons (as the case may be) for election to such position as specified in the Trust’s 's notice of meeting, if the Shareholder’s shareholder's notice containing contains the information required by paragraph (a)(2Section 4(b) and the shareholder has given timely notice thereof in writing to the secretary of this Section 3.8 the Trust at the principal executive offices of the Trust. To be timely, a shareholder's notice shall have been be delivered to the Secretary secretary of the Trust at the principal executive offices of the Trust not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of (i) the 90th day prior to such special meeting or (ii) the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Trustees trustees to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholder’s shareholder's notice as described above.

Appears in 4 contracts

Samples: Trust Agreement (RMR Preferred Dividend Fund II), Agreement and Declaration of Trust (RMR Asia Pacific Real Estate Fund), Agreement and Declaration of Trust (RMR Securities REIT)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the TrustCompany’s notice of meeting. Nominations of persons for election to the Trustees Board of Directors may only be made at a special meeting of Shareholders at which trustees directors are to be elected elected: (i) pursuant to the TrustCompany’s notice of meeting (for a meeting called by the Chairman or any supplement thereto), (ii) the Board of Directors by or at the direction of the Trustees or any committee thereof Board of Directors or (iiiii) provided that the Trustees have Board of Directors has determined that trustees directors shall be elected at such special meeting, by any Shareholder of the Trust Company who is a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b9.7(d) is delivered to the Secretary and at the time of the special meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business and who complied complies with the notice procedures set forth in this Section 3.8(b9.7(d). In If, pursuant to the event request of the Trust Chairman, the President or a majority of the members of the Board of Directors, the Company calls a special meeting of Shareholders for the purpose of electing one or more Trusteesdirectors to the Board of Directors, any such Shareholder may nominate a person or persons (as the case may be) for election to such position position(s) as specified in the TrustCompany’s notice of meeting, if the Shareholder’s notice containing contains the information required by paragraph (a)(2Section 9.7(a)(2) of this Section 3.8 shall have and the notice has been delivered to the Secretary at the principal executive offices of the Trust Company not earlier than the close of business on the 120th one hundred twentieth (120th) day prior to such special meeting and not nor later than the close of business on the later of (x) the 90th ninetieth (90th) day prior to such special meeting or (y) the 10th tenth (10th) day following the day on which public announcement is first made of the date of the such special meeting and of the nominees proposed by the Trustees Board of Directors to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholder’s notice as described above.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Travelcenters of America LLC), Limited Liability Company Agreement (Travelcenters of America LLC), Limited Liability Company Agreement (Travelcenters of America LLC)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s 's notice of meeting. Nominations of persons for election to the Trustees may be made at a special meeting of Shareholders at which trustees are to be elected (i) pursuant to the Trust’s 's notice of meeting (or any supplement thereto)meeting, (ii) by or at the direction of the Trustees or any committee thereof or (iii) provided that the Trustees have determined that trustees shall be elected at such special meeting, by any Shareholder of the Trust who is a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b13(b) is delivered to the Secretary and at the time of the special meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 3.8(b13(b). In the event the Trust calls a special meeting of Shareholders for the purpose of electing one or more Trustees, any such Shareholder may nominate a person or persons (as the case may be) for election to such position as specified in the Trust’s 's notice of meeting, if the Shareholder’s 's notice containing the information required by paragraph (a)(2) of this Section 3.8 13 shall have been delivered to the Secretary at the principal executive offices of the Trust not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and the nominees proposed by the Trustees to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholder’s 's notice as described above.

Appears in 3 contracts

Samples: By Laws (Lehman Brothers First Trust Income Opportunity Fund), By Laws (Evergreen Income Opportunity Fund), By Laws (Evergreen Utilities & High Income Fund)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s notice of meeting. Nominations of persons for election to the Trustees may be made at a special meeting of Shareholders at which trustees are to be elected (i) pursuant to the Trust’s notice of meeting (or any supplement thereto)meeting, (ii) by or at the direction of the Trustees or any committee thereof or (iii) provided that the Trustees have determined that trustees shall be elected at such special meeting, by any Shareholder of the Trust who is a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b3.9(b) is delivered to the Secretary and at the time of the special meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth out in this Section 3.8(b3.9(b). In the event the Trust calls a special meeting of Shareholders for the purpose of electing one or more Trustees, any such Shareholder may nominate a person or persons (as the case may be) for election to such position as specified in the Trust’s notice of meeting, if the Shareholder’s notice containing the information required by paragraph (a)(2) of this Section 3.8 3.9 shall have been delivered to the Secretary at the principal offices of the Trust not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and the nominees proposed by the Trustees to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholder’s notice as described above.

Appears in 3 contracts

Samples: By Laws (Cushing American Renaissance Fund), By Laws (Cushing Royalty & Income Fund), By Laws (Cushing MLP Total Return Fund)

Special Meetings of Shareholders. Only such As set forth in Section 4 of this Article VI, only business brought before the meeting pursuant to a proper notice of meeting shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s notice of meetingshareholders. Nominations of persons for election to the Board of Trustees only may be made at a special meeting of Shareholders shareholders at which trustees are to be elected elected: (i) pursuant to the Trust’s 's notice of meeting (or any supplement thereto), (ii) by or at the direction of the Trustees or any committee thereof Board of Trustees; or (iiiii) provided that the Board of Trustees have has determined that trustees shall be elected at such special meeting, by any Shareholder shareholder of the Trust who is a Shareholder shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b4(e) is delivered to the Secretary and at the time of the special meeting, who is entitled to vote at the meeting and who complied complies with the notice procedures set forth in this Section 3.8(b4(e). In the event the Trust calls a special meeting of Shareholders shareholders for the purpose of electing one or more trustees to the Board of Trustees, any such Shareholder shareholder may nominate a person or persons (as the case may be) for election to such position as specified in the Trust’s 's notice of meeting, if the Shareholder’s shareholder's notice containing contains the information required by paragraph (a)(2Section 4(b) and the shareholder has given timely notice thereof in writing to the secretary of this Section 3.8 the Trust at the principal executive offices of the Trust. To be timely, a shareholder's notice shall have been be delivered to the Secretary secretary of the Trust at the principal executive offices of the Trust not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of (i) the 90th day prior to such special meeting or (ii) the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Trustees trustees to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholder’s shareholder's notice as described above.

Appears in 3 contracts

Samples: Trust Agreement (RMR Dividend Capture Fund), Trust Agreement (RMR Preferred Dividend Fund), Trust Agreement (RMR F.I.R.E. Fund)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s notice of meeting. Nominations of persons for election to the Trustees may be made at a special meeting of Shareholders at which trustees are to be elected (i) pursuant to the Trust’s notice of meeting (or any supplement thereto), (ii) by or at the direction of the Trustees or any committee thereof or (iiiii) provided that the Trustees have determined that trustees shall be elected at such special meeting, by any Shareholder of the Trust who is a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b3.9(b) is delivered to the Secretary and at the time of the special meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 3.8(b3.9(b). In the event the Trust calls a special meeting of Shareholders for the purpose of electing one or more Trustees, any such Shareholder may nominate a person or persons (as the case may be) for election to such position as specified in the Trust’s notice of meeting, if the Shareholder’s notice containing the information required by paragraph (a)(2) of this Section 3.8 3.9 shall have been delivered to the Secretary at the principal offices of the Trust not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and the nominees proposed by the Trustees to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholder’s notice as described above.

Appears in 3 contracts

Samples: By Laws (Miller/Howard High Income Equity Fund), By Laws (Miller/Howard High Income Equity Fund), By Laws (Miller/Howard High Income Equity Fund)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders shareholders as shall have been brought before the meeting pursuant to the Trust’s 's notice of meeting. Nominations of persons for election to the Board of Trustees may be made at a special meeting of Shareholders shareholders at which trustees Trustees are to be elected (i) pursuant to the Trust’s 's notice of meeting (or any supplement thereto), (ii) by or at the direction of the Board of Trustees or any committee thereof or (iii) provided that the Board of Trustees have has determined that trustees Trustees shall be elected at such special meeting, by any Shareholder shareholder of the Trust who is a Shareholder shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b) is delivered to the Secretary 13 and at the time of the special meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 3.8(b)13. In the event the Trust calls a special meeting of Shareholders shareholders for the purpose of electing one or more Trustees to the Board of Trustees, any such Shareholder shareholder may nominate a person or persons (as the case may be) for election to such position as specified in the Trust’s 's notice of meeting, if the Shareholder’s shareholder's notice containing the information required by paragraph (a)(2a) of this Section 3.8 13 shall have been be delivered to the Secretary secretary at the principal executive offices of the Trust not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Trustees to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period or extend the existing time period for the giving of a Shareholder’s shareholder's notice as described above.

Appears in 2 contracts

Samples: Merger Agreement (Cv Reit Inc), Merger Agreement (Kranzco Realty Trust)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders shareholders as shall have been brought before the meeting pursuant to the TrustCorporation’s notice of meeting. Nominations of persons for election to the Trustees may To be made at properly brought before a special meeting meeting, proposals of Shareholders at which trustees are to business must be elected (i) pursuant to specified in the TrustCorporation’s notice of meeting (or any supplement thereto) (a) given by or at the direction of the Board of Directors or (b) given by the Corporation pursuant to a valid shareholder written request in accordance with Section 1.2 of these Bylaws; provided, however, that nothing herein shall prohibit the Board of Directors from submitting additional matters to shareholders at any such special meeting. Without qualification, and subject to Section 1.2 and paragraph (A)(2) of this Section 1.10, for any business to be properly requested to be brought before a special meeting by a shareholder pursuant to this paragraph (B), the shareholder must have given timely notice thereof and timely updates and supplements thereof in each case in proper form, in writing to the Secretary and such business must otherwise be a proper matter for shareholder action. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (iia) by or at the direction of the Trustees or any committee thereof Board of Directors or (iiib) provided that the Trustees have Board of Directors has determined that trustees directors shall be elected at such special meeting, by any Shareholder shareholder of the Trust Corporation who is a Shareholder shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b) is delivered to the Secretary 1.10 and at the time of the special meeting, who is entitled to vote at the meeting and who complied complies with the notice procedures set forth in this Section 3.8(b)1.10 as to such nomination. In the event the Trust Corporation calls a special meeting of Shareholders shareholders for the purpose of electing one or more Trusteesdirectors to the Board of Directors, any such Shareholder shareholder may nominate a person or persons (as the case may be) for election to such position position(s) as specified in the TrustCorporation’s notice of meeting, if the Shareholdershareholder’s notice containing the information required by paragraph (a)(2A)(2) of this Section 3.8 1.10 with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by paragraph (C) of this Section 1.10) shall have been be delivered to the Secretary at the principal executive offices of the Trust Corporation not earlier than the close of business on the 120th day prior to the date of such special meeting and not later than the close of business on the later of the 90th day prior to the date of such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and and, if applicable, of the nominees proposed by the Trustees Board of Directors to be elected at such meeting. In no event shall the public announcement of a any adjournment or postponement or adjournment of a special meeting to a later date or time the announcement thereof commence a new time period or extend any time period for the giving of a Shareholdershareholder’s notice as described above. This paragraph (B) of this Section 1.10 (and subject to Section 1.2) shall be the exclusive means for a shareholder to make nominations or business proposals (other than matters properly brought pursuant to Rule 14a-8 under the Exchange Act and included in the Corporation’s notice of meeting) before a special meeting of shareholders.

Appears in 2 contracts

Samples: Merger Agreement (Raytheon Co/), Merger Agreement (United Technologies Corp /De/)

Special Meetings of Shareholders. Only such As set forth in Section 8.4, only business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s notice of meetingmeeting shall be conducted at a special meeting of Shareholders. Nominations Subject to the requirements of persons the 1940 Act or any other applicable laws, nominations of individuals for election to the Board of Trustees only may be made at a special meeting of Shareholders at which trustees Trustees are to be elected elected: (i) pursuant to the Trust’s notice of meeting (or any supplement thereto), meeting; (ii) otherwise properly brought before the meeting by or at the direction of the Trustees or any committee thereof Board of Trustees; or (iii) provided that the Board of Trustees have has determined that trustees Trustees shall be elected at such special meeting, by any Shareholder of the Trust who is has been for at least one year immediately preceding such Shareholder giving the notice provided for in this Section 8.12(e) a Shareholder of record of Shares entitled to vote at the meeting on such election and continues to be a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b8.12(e) is delivered to the Secretary through and at including the time of the special meeting, who is entitled to vote at the meeting on such election and who has complied with the notice procedures and other requirements set forth in this Section 3.8(b8.12(e). In the event the Trust calls a special meeting of Shareholders for the purpose of electing one or more Trustees to the Board of Trustees, any such Shareholder may nominate a person an individual or persons individuals (as the case may be) for election to such position as a Trustee as specified in the Trust’s notice of meeting, if the Shareholder satisfies the holding period and certificate requirements set forth in Section 8.12(b)(i) and Section 8.12(b)(ii), the Shareholder’s notice containing contains or is accompanied by the information and documents required by paragraph (a)(2) Section 8.12 and the Shareholder has given timely notice thereof in writing to the Secretary at the principal executive offices of this Section 3.8 the Trust. To be timely, a Shareholder’s notice shall have been be delivered to the Secretary at the principal executive offices of the Trust not earlier than the close of business on the 120th 150th day prior to such special meeting and not later than the close of business 5:00 p.m. (Eastern Time) on the later of (i) the 90th 120th day prior to such special meeting or (ii) the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Trustees to be elected at such meeting. In no event shall Neither the public announcement of a postponement or adjournment of a special meeting to a later date meeting, nor the public announcement of such postponement or time adjournment, shall commence a new time period for the giving of a Shareholder’s notice as described above.

Appears in 2 contracts

Samples: Bylaws (RMR Real Estate Income Fund), Bylaws (RMR Asia Pacific Real Estate Fund)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders shareholders as shall have been brought before the meeting pursuant to the Trust’s notice of meeting. Nominations of persons individuals for election to the Board of Trustees may be made at a special meeting of Shareholders shareholders at which trustees are to be elected only (i) pursuant to the Trust’s notice of meeting (or any supplement thereto), (ii) by or at the direction of the Board of Trustees or any committee thereof or (iiiii) provided that the Trustees have determined that trustees shall be elected at such special meetingmeeting has been called in accordance with Section 3(a) of this Article II for the purpose of electing trustees, by any Shareholder shareholder of the Trust who is a Shareholder shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b) is delivered to the Secretary 12 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 3.8(b)12. In the event the Trust calls a special meeting of Shareholders shareholders for the purpose of electing one or more individuals to the Board of Trustees, any such Shareholder shareholder may nominate a person an individual or persons individuals (as the case may be) for election to such position as a trustee as specified in the Trust’s notice of meeting, if the Shareholdershareholder’s notice notice, containing the information required by paragraph paragraphs (a)(2a)(3) and (4) of this Section 3.8 shall have been 12 is delivered to the Secretary secretary at the principal offices executive office of the Trust not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or the 10th tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Trustees to be elected at such meeting. In no event shall the The public announcement of a postponement or adjournment of a special meeting to a later date or time shall not commence a new time period for the giving of a Shareholdershareholder’s notice as described above.

Appears in 2 contracts

Samples: Master Transaction Agreement (JBG SMITH Properties), Master Transaction Agreement (Vornado Realty Lp)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s Company's notice of meeting. Nominations of persons for election to the Trustees Board of Directors may only be made at a special meeting of Shareholders at which trustees directors are to be elected elected: (i) pursuant to the Trust’s Company's notice of meeting (for a meeting called by the Chairman or any supplement thereto), (ii) the Board of Directors by or at the direction of the Trustees or any committee thereof Board of Directors or (iiiii) provided that PROVIDED THAT the Trustees have Board of Directors has determined that trustees directors shall be elected at such special meeting, by any Shareholder of the Trust Company who is a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b9.7(d) is delivered to the Secretary and at the time of the special meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business and who complied complies with the notice procedures set forth in this Section 3.8(b9.7(d). In If, pursuant to the event request of the Trust Chairman, the President or a majority of the members of the Board of Directors, the Company calls a special meeting of Shareholders for the purpose of electing one or more Trusteesdirectors to the Board of Directors, any such Shareholder may nominate a person or persons (as the case may be) for election to such position position(s) as specified in the Trust’s Company's notice of meeting, if the Shareholder’s 's notice containing contains the information required by paragraph (a)(2Section 9.7(a)(2) of this Section 3.8 shall have and the notice has been delivered to the Secretary at the principal executive offices of the Trust Company not earlier than the close of business on the 120th one hundred twentieth (120th) day prior to such special meeting and not nor later than the close of business on the later of (x) the 90th ninetieth (90th) day prior to such special meeting or (y) the 10th tenth (10th) day following the day on which public announcement is first made of the date of the such special meeting and of the nominees proposed by the Trustees Board of Directors to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholder’s 's notice as described above.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Travelcenters of America LLC), Limited Liability Company Agreement (Travelcenters of America LLC)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders shareholders as shall have been brought before the meeting pursuant to the TrustCompany’s notice of meeting. Nominations of persons for election to the Trustees Board of Directors may be made at a special meeting of Shareholders shareholders at which trustees directors are to be elected (i) pursuant to the TrustCompany’s notice of meeting (or any supplement thereto), (ii1) by or at the direction of the Trustees or any committee thereof Board of Directors or (iii2) provided that the Trustees have Board of Directors has determined that trustees directors shall be elected at such special meeting, by any Shareholder shareholder of the Trust Company who is a Shareholder shareholder of record both at the time the notice provided for in this Section 3.8(b) 13 is delivered to the Secretary and at the time of the special meetingCompany, who is entitled to vote at the meeting and upon such election and who complied complies with the notice procedures procedure set forth in this Section 3.8(b)13. In the event the Trust Company calls a special meeting of Shareholders shareholders for the purpose of electing one or more Trusteesdirectors to the Board of Directors, any such Shareholder shareholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position position(s) as specified in the TrustCompany’s notice of meeting, if the Shareholdershareholder’s notice containing the information required by paragraph (a)(2b)(2) of this Section 3.8 13 shall have been be delivered to the Secretary at the principal executive offices of the Trust Company not earlier than the close of business on the 120th one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the 10th tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Trustees Board of Directors to be elected at such meeting. In no event shall the public announcement of a an adjournment or postponement or adjournment of a special meeting to a later date or time commence a new time period for (or extend any time period) of the giving of a Shareholdershareholder’s notice as described above.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Great Plains Energy Inc)

Special Meetings of Shareholders. Only such As set forth in Section 8.4, only business brought before the meeting pursuant to the Trust's notice of meeting shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant Shareholders. Subject to the Trust’s notice requirements of meeting. Nominations the 1940 Act or any other applicable laws, nominations of persons individuals for election to the Board of Trustees only may be made at a special meeting of Shareholders at which trustees Trustees are to be elected elected: (i) pursuant to the Trust’s 's notice of meeting (or any supplement thereto), meeting; (ii) otherwise properly brought before the meeting by or at the direction of the Trustees or any committee thereof Board of Trustees; or (iii) provided that the Board of Trustees have has determined that trustees Trustees shall be elected at such special meeting, by any Shareholder of the Trust who is has been for at least one year immediately preceding such Shareholder giving the notice provided for in this Section 8.12(e) a Shareholder of record of Shares entitled to vote at the meeting on such election and continues to be a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b8.12(e) is delivered to the Secretary through and at including the time of the special meeting, who is entitled to vote at the meeting on such election and who has complied with the notice procedures and other requirements set forth in this Section 3.8(b8.12(e). In the event the Trust calls a special meeting of Shareholders for the purpose of electing one or more Trustees to the Board of Trustees, any such Shareholder may nominate a person an individual or persons individuals (as the case may be) for election to such position as a Trustee as specified in the Trust’s 's notice of meeting, if the Shareholder satisfies the holding period and certificate and/or evidence of being a Beneficial Owner requirements set forth in Section 8.12(b)(i) and Section 8.12(b)(ii), the Shareholder’s 's notice containing contains or is accompanied by the information and documents required by paragraph (a)(2) Section 8.12 and the Shareholder has given timely notice thereof in writing to the Secretary at the principal executive offices of this Section 3.8 the Trust. To be timely, a Shareholder's notice shall have been be delivered to the Secretary at the principal executive offices of the Trust not earlier than the close of business on the 120th 150th day prior to such special meeting and not later than the close of business 5:00 p.m. (Eastern Time) on the later of (i) the 90th 120th day prior to such special meeting or (ii) the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Trustees to be elected at such meeting. In no event shall Neither the public announcement of a postponement or adjournment of a special meeting to a later date meeting, nor the public announcement of such postponement or time adjournment, shall commence a new time period for the giving of a Shareholder’s 's notice as described above.

Appears in 1 contract

Samples: Bylaws (RMR Real Estate Income Fund)

Special Meetings of Shareholders. Only such As set forth in Section 8.4, only business brought before the meeting pursuant to the Trust's notice of meeting shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant Shareholders. Subject to the Trust’s notice requirements of meeting. Nominations the 1940 Act or any other applicable laws, nominations of persons individuals for election to the Board of Trustees only may be made at a special meeting of Shareholders at which trustees Trustees are to be elected elected: (i) pursuant to the Trust’s 's notice of meeting (or any supplement thereto), meeting; (ii) otherwise properly brought before the meeting by or at the direction of the Trustees or any committee thereof Board of Trustees; or (iii) provided that the Board of Trustees have has determined that trustees Trustees shall be elected at such special meeting, by any Shareholder of the Trust who is a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b8.12(e) is delivered to the Secretary through and at including the time of the special meeting, who is entitled to vote at the meeting on such election and who has complied with the notice procedures and other requirements set forth in this Section 3.8(b8.12(e). In the event the Trust calls a special meeting of Shareholders for the purpose of electing having holders of Preferred Shares, voting as a separate class pursuant to Section E(a) or E(b) of Part I of Article X, elect one or more Trustees to the Board of Trustees, any such Shareholder holder of Preferred Shares may nominate a person an individual or persons individuals (as the case may be) for election to such position as a Trustee as specified in the Trust’s 's notice of meeting, if the Shareholder satisfies the holding period and certificate and/or evidence of being a Beneficial Owner requirements set forth in Section 8.12(b)(ii) and Section 8.12(b)(v), the Shareholder’s 's notice containing contains or is accompanied by the information and documents required by paragraph Section 8.12 and the Shareholder has given timely notice thereof in writing to the Secretary at the principal executive offices of the Trust. In the event the Trust calls a special meeting of Shareholders for the purpose of having holders of Common Shares and Preferred Shares, voting together as a single class, elect one or more Trustees to the Board of Trustees, any such Shareholder may nominate an individual or individuals (a)(2as the case may be) for election as a Trustee as specified in the Trust's notice of this meeting, if the Shareholder satisfies the holding period and certificate and/or evidence of being a Beneficial Owner requirements set forth in Section 3.8 8.12(b)(iii) and Section 8.12(b)(v), the Shareholder's notice contains or is accompanied by the information and documents required by Section 8.12 and the Shareholder has given timely notice thereof in writing to the Secretary at the principal executive offices of the Trust. To be timely, a Shareholder's notice shall have been be delivered to the Secretary at the principal executive offices of the Trust not earlier than the close of business on the 120th 150th day prior to such special meeting and not later than the close of business 5:00 p.m. (Eastern Time) on the later of (i) the 90th 120th day prior to such special meeting or (ii) the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Trustees to be elected at such meeting. In no event shall Neither the public announcement of a postponement or adjournment of a special meeting to a later date meeting, nor the public announcement of such postponement or time adjournment, shall commence a new time period for the giving of a Shareholder’s 's notice as described above.. (f)

Appears in 1 contract

Samples: Bylaws (RMR Real Estate Income Fund)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s Company's notice of meeting. Nominations of persons for election to the Trustees Board of Directors may only be made at a special meeting of Shareholders at which trustees directors are to be elected elected: (i) pursuant to the Trust’s Company's notice of meeting (for a meeting called by the Chairman or any supplement thereto), (ii) the Board of Directors by or at the direction of the Trustees or any committee thereof Board of Directors or (iiiii) provided that the Trustees have Board of Directors has determined that trustees directors shall be elected at such special meeting, by any Shareholder of the Trust Company who is a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b9.7(d) is delivered to the Secretary and at the time of the special meeting, who is entitled to vote at the meeting and present in person or by proxy at the meeting to answer questions concerning the nomination or business and who complied complies with the notice procedures set forth in this Section 3.8(b9.7(d). In If, pursuant to the event request of the Trust Chairman, the President or a majority of the members of the Board of Directors, the Company calls a special meeting of Shareholders for the purpose of electing one or more Trusteesdirectors to the Board of Directors, any such Shareholder may nominate a person or persons (as the case may be) for election to such position position(s) as specified in the Trust’s Company's notice of meeting, if the Shareholder’s 's notice containing contains the information required by paragraph (a)(2Section 9.7(a)(2) of this Section 3.8 shall have and the notice has been delivered to the Secretary at the principal executive offices of the Trust Company not earlier than the close of business on the 120th one hundred twentieth (120th) day prior to such special meeting and not nor later than the close of business on the later of (x) the 90th ninetieth (90th) day prior to such special meeting or (y) the 10th tenth (10th) day following the day on which public announcement is first made of the date of the such special meeting and of the nominees proposed by the Trustees Board of Directors to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholder’s 's notice as described above.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Travelcenters of America LLC)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s notice of meeting. Nominations of persons individuals for election to the Board of Trustees may be made at a special meeting of Shareholders at which trustees are to be elected only (i) pursuant to the Trust’s notice of meeting (or any supplement thereto), (ii) by or at the direction of the Board of Trustees or any committee thereof or (iiiii) provided that the Trustees have determined that trustees shall be elected at such special meetingmeeting has been called in accordance with Section 1.7(a) of this Article I for the purpose of electing trustees, by any Shareholder of the Trust who is a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b) is delivered to the Secretary 1.8 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 3.8(b)1.8. The number of nominees a Shareholder may nominate for election at the special meeting at which trustee are to be elected (or in the case of one or more Shareholders giving the notice on behalf of a beneficial owner, the number of nominees such Shareholders may collectively nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of trustees to be elected at such special meeting. In the event the Trust calls a special meeting of Shareholders for the purpose of electing one or more individuals to the Board of Trustees, any such Shareholder may nominate a person an individual or persons individuals (as the case may be) for election to such position as a Trustee as specified in the Trust’s notice of meeting, if the Shareholder’s notice notice, containing the information required by paragraph (a)(2a)(4) of this Section 3.8 shall have been 1.8, is delivered to the Secretary at the principal offices executive office of the Trust not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and the nominees proposed by the Trustees at which trustees are to be elected at such meetingelected. In no event shall the The public announcement of a postponement or adjournment of a special meeting to a later date or time shall not commence a new time period (or extend any time period) for the giving of a Shareholder’s notice as described above.

Appears in 1 contract

Samples: Transaction Agreement (Vertical Capital Income Fund)

Special Meetings of Shareholders. Only such As set forth in Section 4 of this Article VI, only business brought before the meeting pursuant to a proper notice of meeting shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s notice of meetingshareholders. Nominations of persons for election to the Board of Trustees only may be made at a special meeting of Shareholders shareholders at which trustees are to be elected elected: (i) pursuant to the Trust’s 's notice of meeting (or any supplement thereto), (ii) by or at the direction of the Trustees or any committee thereof Board of Trustees; or (iiiii) provided that the Board of Trustees have has determined that trustees shall be elected at such special meeting, by any Shareholder shareholder of the Trust who is a Shareholder shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b4(e) is delivered to the Secretary and at the time of the special meeting, who is entitled to vote at the meeting and who complied complies with the notice procedures set forth in this Section 3.8(b4(e). In the event the Trust calls a special meeting of Shareholders shareholders for the purpose of electing one or more trustees to the Board of Trustees, any such Shareholder shareholder may nominate a person or persons (as the case may be) for election to such position as specified in the Trust’s 's notice of meeting, if the Shareholder’s shareholder's notice containing contains the information required by paragraph (a)(2Section 4(b) and the shareholder has given timely notice thereof in writing to the secretary of this Section 3.8 the Trust at the principal executive offices of the Trust. To be timely, a shareholder's notice shall have been be delivered to the Secretary secretary of the Trust at the principal executive offices of the Trust not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of (i) the 90th day prior to such special meeting or (ii) the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Trustees trustees to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholder’s shareholder's notice as described above. No shareholder may give a notice to the secretary pursuant to this Section 4(e) unless such shareholder holds a certificate or certificates, as the case may be, for all Trust shares owned by such shareholder, and a copy of each such certificate shall accompany such shareholders notice to the secretary in order for such notice to be effective.

Appears in 1 contract

Samples: Agreement and Declaration of Trust (RMR Real Estate Income Fund)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders shareholders as shall have been brought before the meeting pursuant to the TrustCorporation’s notice of meeting. Nominations of persons for election to the Trustees Board of Directors may be made at a special meeting of Shareholders shareholders at which trustees directors are to be elected (i) pursuant to the TrustCorporation’s notice of meeting (or any supplement thereto), (iii) by or at the direction of the Trustees or any committee thereof Board of Directors or (iiiii) provided that the Trustees have Board of Directors has determined that trustees directors shall be elected at such special meeting, by any Shareholder shareholder of the Trust Corporation who is a Shareholder shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b) is delivered to the Secretary and at the time of the special meetingparagraph (b), who is shall be entitled to vote at the meeting and who complied complies with the notice procedures set forth in this Section 3.8(bparagraph (b). In the event the Trust Corporation calls a special meeting of Shareholders shareholders for the purpose of electing one or more Trusteesdirectors to the Board of Directors, any such Shareholder shareholder may nominate a person or persons (as the case may be) ), for election to such position position(s) as specified in the TrustCorporation’s notice of meeting, if the Shareholdershareholder’s notice containing the information required by paragraph (a)(2a)(ii) of this Section 3.8 3.10 shall have been delivered to be received by the Secretary at the principal executive offices of the Trust Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Trustees Board of Directors to be elected at such meeting. In no event shall the public announcement of a an adjournment or postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholdershareholder’s notice as described above.

Appears in 1 contract

Samples: Merger Agreement (Customers Bancorp, Inc.)

Special Meetings of Shareholders. Only such As set forth in Section 8.4, only business brought before the meeting pursuant to the Trust's notice of meeting shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant Shareholders. Subject to the Trust’s notice requirements of meeting. Nominations the 1940 Act or any other applicable laws, nominations of persons individuals for election to the Board of Trustees only may be made at a special meeting of Shareholders at which trustees Trustees are to be elected elected: (i) pursuant to the Trust’s 's notice of meeting (or any supplement thereto), meeting; (ii) otherwise properly brought before the meeting by or at the direction of the Trustees or any committee thereof Board of Trustees; or (iii) provided that the Board of Trustees have has determined that trustees Trustees shall be elected at such special meeting, by any Shareholder of the Trust who is a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b8.12(e) is delivered to the Secretary through and at including the time of the special meeting, who is entitled to vote at the meeting on such election and who has complied with the notice procedures and other requirements set forth in this Section 3.8(b8.12(e). In the event the Trust calls a special meeting of Shareholders for the purpose of electing having holders of Preferred Shares, voting as a separate class pursuant to Section E(a) or E(b) of Part I of Article X, elect one or more Trustees to the Board of Trustees, any such Shareholder holder of Preferred Shares may nominate a person an individual or persons individuals (as the case may be) for election to such position as a Trustee as specified in the Trust’s 's notice of meeting, if the Shareholder satisfies the holding period and certificate and/or evidence of being a Beneficial Owner requirements set forth in Section 8.12(b)(ii) and Section 8.12(b)(v), the Shareholder’s 's notice containing contains or is accompanied by the information and documents required by paragraph Section 8.12 and the Shareholder has given timely notice thereof in writing to the Secretary at the principal executive offices of the Trust. In the event the Trust calls a special meeting of Shareholders for the purpose of having holders of Common Shares and Preferred Shares, voting together as a single class, elect one or more Trustees to the Board of Trustees, any such Shareholder may nominate an individual or individuals (a)(2as the case may be) for election as a Trustee as specified in the Trust's notice of this meeting, if the Shareholder satisfies the holding period and certificate and/or evidence of being a Beneficial Owner requirements set forth in Section 3.8 8.12(b)(iii) and Section 8.12(b)(v), the Shareholder's notice contains or is accompanied by the information and documents required by Section 8.12 and the Shareholder has given timely notice thereof in writing to the Secretary at the principal executive offices of the Trust. To be timely, a Shareholder's notice shall have been be delivered to the Secretary at the principal executive offices of the Trust not earlier than the close of business on the 120th 150th day prior to such special meeting and not later than the close of business 5:00 p.m. (Eastern Time) on the later of (i) the 90th 120th day prior to such special meeting or (ii) the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Trustees to be elected at such meeting. In no event shall Neither the public announcement of a postponement or adjournment of a special meeting to a later date meeting, nor the public announcement of such postponement or time adjournment, shall commence a new time period for the giving of a Shareholder’s 's notice as described above.

Appears in 1 contract

Samples: Bylaws (RMR Real Estate Income Fund)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders shareholders as shall have been brought before the meeting pursuant to the Trust’s 's notice of meeting. Nominations of persons for election to the Board of Trustees may be made at a special meeting of Shareholders shareholders at which trustees Trustees are to be elected (i) pursuant to the Trust’s 's notice of meeting (or any supplement thereto), (ii) by or at the direction of the Board of Trustees or any committee thereof or (iii) provided that the Board of Trustees have has determined that trustees Trustees shall be elected at such special meeting, by any Shareholder shareholder of the Trust who is was a Shareholder shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b) is delivered to the Secretary and at the time of the special meeting12(b), who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 3.8(b12(b). In the event the Trust calls a special meeting of Shareholders shareholders for the purpose of electing one or more Trustees to the Board of Trustees, any such Shareholder shareholder may nominate a person or persons (as the case may be) for election to such position as specified in the Trust’s 's notice of meeting, if the Shareholder’s shareholder's notice containing the information required by paragraph (a)(2a) (2) of this Section 3.8 12 shall have been be delivered to the Secretary secretary at the principal executive offices of the Trust not earlier than the close of business on the 120th 90th day prior to such special meeting and not later than the close of business on the later of the 90th 60th day prior to such special meeting or the 10th tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Trustees to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholder’s notice as described above.

Appears in 1 contract

Samples: Agreement and Plan of Combination (Rockefeller Center Properties Inc)

Special Meetings of Shareholders. Only such As set forth in Section 4 of this Article V, only business shall be conducted at brought before a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s a proper notice of meeting shall be conducted at such meeting. Nominations of persons for election to the Board of Trustees and the proposal of other business may be made at a special meeting of Shareholders at which trustees are to be elected properly brought before the meeting: (i) pursuant to the Trust’s 's notice of meeting (or any supplement thereto), (ii) by or at the direction of the Trustees or any committee thereof or (iiiii) provided that the Trustees have determined that trustees shall be elected at such special meeting, by any Shareholder of the Trust who is a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b4(b) is delivered to the Secretary and at the time of the special meeting, who is entitled to vote at the meeting and who complied complies with the notice procedures set forth in this Section 3.8(b4(b). In the event the Trust calls a special meeting of Shareholders for the purpose of electing one or more trustees to the Board of Trustees, any such Shareholder may nominate a person or persons (as the case may be) for election to such position as specified in the Trust’s 's notice of meeting, if the Shareholder’s 's notice containing contains the information required by paragraph (a)(2) of this Section 3.8 and the Shareholder has given timely notice thereof in writing to the secretary of the Trust at the principal executive offices of the Trust. To be timely, a Shareholder's notice shall have been be delivered to the Secretary secretary of the Trust at the principal executive offices of the Trust not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of (i) the 90th day prior to such special meeting or (ii) the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Trustees trustees to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholder’s 's notice as described above. A Shareholder's notice shall set forth: (i) as to each person whom the Shareholder proposes to nominate for election or reelection as a trustee, (1) such person's name, age, business address and residence address, (2) the class, series and number of shares of stock of the Trust that are beneficially owned or owned of record by such person, (3) the date such shares were acquired and the investment intent of such acquisition, (4) the record of all purchases and sales of securities of the Trust by such person during the previous 12 month period including the date of the transactions, the class, series and number of securities involved in the transactions and the consideration involved and (5) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of trustees in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act, including such person's written consent to being named in the proxy statement as a nominee and to serving as a trustee if elected; (ii) as to any other business that the Shareholder proposes to bring before the meeting, a description of such business, the reasons for proposing such business at the meeting and any material interest in such business of such Shareholder and any Shareholder Associated Person (as defined below), including any anticipated benefit therefrom; (iii) as to the Shareholder giving the notice and any Shareholder Associated Person, the class, series and number of shares of the Trust which are owned of record by such Shareholder and by such Shareholder Associated Person, if any, and the class, series and number of, and the nominee holder for, shares owned beneficially but not of record by such Shareholder and by any such Shareholder Associated Person; (iv) as to the Shareholder giving the notice and any Shareholder Associated Person, the name and address of such Shareholder, as they appear on the Trust's stock ledger and current name and address, if different, of such Shareholder Associated Person; (v) as to the Shareholder giving the notice and any Shareholder Associated Person, the record of all purchases and sales of securities of the Trust by such Shareholder or Shareholder Associated Person during the previous 12 month period including the date of the transactions, the class, series and number of securities involved in the transactions and the consideration involved; and (vi) to the extent known by the Shareholder giving the notice, the name and address of any other Shareholder supporting the nominee for election or reelection as a trustee or the proposal of other business on the date of such Shareholder's notice. For purposes of this Section 4, "Shareholder Associated Person" of any Shareholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of shares of capital stock of the Trust owned of record or beneficially by such Shareholder and (iii) any person controlling, controlled by or under common control with such Shareholder or Shareholder Associated Person.

Appears in 1 contract

Samples: Agreement and Declaration of Trust (RMR Funds Series Trust)

Special Meetings of Shareholders. Only such As set forth in Section 4 of this Article VI, only business brought before the meeting pursuant to a proper notice of meeting shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s notice of meetingshareholders. Nominations of persons for election to the Board of Trustees only may be made at a special meeting of Shareholders shareholders at which trustees are to be elected elected: (i) pursuant to the Trust’s notice of meeting (or any supplement thereto), (ii) by or at the direction of the Trustees or any committee thereof Board of Trustees; or (iiiii) provided that the Board of Trustees have has determined that trustees shall be elected at such special meeting, by any Shareholder shareholder of the Trust who is a Shareholder shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b4(e) is delivered to the Secretary and at the time of the special meeting, who is entitled to vote at the meeting and who complied complies with the notice procedures set forth in this Section 3.8(b4(e). In the event the Trust calls a special meeting of Shareholders shareholders for the purpose of electing one or more trustees to the Board of Trustees, any such Shareholder shareholder may nominate a person or persons (as the case may be) for election to such position as specified in the Trust’s notice of meeting, if the Shareholdershareholder’s notice containing contains the information required by paragraph (a)(2Section 4(b) and the shareholder has given timely notice thereof in writing to the secretary of this Section 3.8 the Trust at the principal executive offices of the Trust. To be timely, a shareholder’s notice shall have been be delivered to the Secretary secretary of the Trust at the principal executive offices of the Trust not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of (i) the 90th day prior to such special meeting or (ii) the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Trustees trustees to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholdershareholder’s notice as described above.

Appears in 1 contract

Samples: Agreement and Declaration of Trust (RMR Asia Real Estate Fund)

Special Meetings of Shareholders. Only such As set forth in Section 8.4, only business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s notice of meetingmeeting shall be conducted at a special meeting of Shareholders. Nominations Subject to the requirements of persons the 1940 Act or any other applicable laws, nominations of individuals for election to the Board of Trustees only may be made at a special meeting of Shareholders at which trustees Trustees are to be elected elected: (i) pursuant to the Trust’s notice of meeting (or any supplement thereto), meeting; (ii) otherwise properly brought before the meeting by or at the direction of the Trustees or any committee thereof Board of Trustees; or (iii) provided that the Board of Trustees have has determined that trustees Trustees shall be elected at such special meeting, by any Shareholder of the Trust who is a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b8.12(e) is delivered to the Secretary through and at including the time of the special meeting, who is entitled to vote at the meeting on such election and who has complied with the notice procedures and other requirements set forth in this Section 3.8(b8.12(e). In the event the Trust calls a special meeting of Shareholders for the purpose of electing having holders of Common Shares elect one or more Trustees to the Board of Trustees, any such Shareholder may nominate a person an individual or persons individuals (as the case may be) for election to such position as a Trustee as specified in the Trust’s notice of meeting, if the Shareholder satisfies the holding period and certificate requirements set forth in Section 8.12(b)(iii) and Section 8.12(b)(v), the Shareholder’s notice containing contains or is accompanied by the information and documents required by paragraph (a)(2) Section 8.12 and the Shareholder has given timely notice thereof in writing to the Secretary at the principal executive offices of this Section 3.8 the Trust. To be timely, a Shareholder’s notice shall have been be delivered to the Secretary at the principal executive offices of the Trust not earlier than the close of business on the 120th 150th day prior to such special meeting and not later than the close of business 5:00 p.m. (Eastern Time) on the later of (i) the 90th 120th day prior to such special meeting or (ii) the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Trustees to be elected at such meeting. In no event shall Neither the public announcement of a postponement or adjournment of a special meeting to a later date meeting, nor the public announcement of such postponement or time adjournment, shall commence a new time period for the giving of a Shareholder’s notice as described above.

Appears in 1 contract

Samples: Bylaws (RMR Preferred Income Fund)

Special Meetings of Shareholders. Only such As set forth in Section 8.4, only business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s notice of meetingmeeting shall be conducted at a special meeting of Shareholders. Nominations Subject to the requirements of persons the 1940 Act or any other applicable laws, nominations of individuals for election to the Board of Trustees only may be made at a special meeting of Shareholders at which trustees Trustees are to be elected elected: (i) pursuant to the Trust’s notice of meeting (or any supplement thereto), meeting; (ii) otherwise properly brought before the meeting by or at the direction of the Trustees or any committee thereof Board of Trustees; or (iii) provided that the Board of Trustees have has determined that trustees Trustees shall be elected at such special meeting, by any Shareholder of the Trust who is has been for at least one year immediately preceding such Shareholder giving the notice provided for in this Section 8.12(e) a Shareholder of record of Shares entitled to vote at the meeting on such election and continues to be a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b8.12(e) is delivered to the Secretary through and at including the time of the special meeting, who is entitled to vote at the meeting on such election and who has complied with the notice procedures and other requirements set forth in this Section 3.8(b8.12(e). In the event the Trust calls a special meeting of Shareholders for the purpose of electing one or more Trustees to the Board of Trustees, any such Shareholder may nominate a person an individual or persons individuals (as the case may be) for election to such position as a Trustee as specified in the Trust’s notice of meeting, if the Shareholder satisfies the holding period and certificate and/or evidence of being a Beneficial Owner requirements set forth in Section 8.12(b)(i) and Section 8.12(b)(ii), the Shareholder’s notice containing contains or is accompanied by the information and documents required by paragraph (a)(2) Section 8.12 and the Shareholder has given timely notice thereof in writing to the Secretary at the principal executive offices of this Section 3.8 the Trust. To be timely, a Shareholder’s notice shall have been be delivered to the Secretary at the principal executive offices of the Trust not earlier than the close of business on the 120th 150th day prior to such special meeting and not later than the close of business 5:00 p.m. (Eastern Time) on the later of (i) the 90th 120th day prior to such special meeting or (ii) the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Trustees to be elected at such meeting. In no event shall Neither the public announcement of a postponement or adjournment of a special meeting to a later date meeting, nor the public announcement of such postponement or time adjournment, shall commence a new time period for the giving of a Shareholder’s notice as described above.

Appears in 1 contract

Samples: Bylaws (RMR Real Estate Income Fund)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders shareholders as shall have been brought before the meeting pursuant to the TrustCorporation’s notice of meeting. Nominations of persons for election to the Trustees Board of Directors may be made at a special meeting of Shareholders shareholders at which trustees directors are to be elected (i) pursuant to the TrustCorporation’s notice of meeting (or any supplement thereto), (iia) by or at the direction of the Trustees Board of Directors or any committee thereof or (iiib) provided that the Trustees have determined that trustees shall be elected at such special meeting, by any Shareholder shareholder of the Trust Corporation who is a Shareholder shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b) is delivered to the Secretary and at the time of the special meetingBylaw, who is shall be entitled to vote at the meeting and who complied complies with the notice procedures set forth in this Section 3.8(b)Bylaw. In the event the Trust Corporation calls a special meeting of Shareholders shareholders for the purpose purposes of electing one or more Trusteesdirectors to the Board of Directors, any such Shareholder shareholder may nominate a person or persons (as the case may be) ), for election to of such position position(s) as specified in the TrustCorporation’s notice of meeting, if the Shareholdershareholder’s notice containing the information required by paragraph (a)(2) of this Section 3.8 Bylaw shall have been be delivered to the Secretary secretary at the principal executive offices of the Trust Corporation not earlier than the close of business on the 120th ninetieth (90th) day prior to such special meeting and not later than the close of business on the later of the 90th sixtieth (60th) day prior to such special meeting or the 10th tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Trustees Board of Directors to be elected at such meeting. In no event shall the public announcement of a postponement or an adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholdershareholder’s notice as described above.

Appears in 1 contract

Samples: Merger Agreement (Quantum FinTech Acquisition Corp)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the TrustCompany’s notice of meeting. Nominations of persons for election to the Trustees Board of Directors may be made at a special meeting of Shareholders at which trustees Directors are to be elected (i) pursuant to the TrustCompany’s notice of meeting (or any supplement thereto), (iii) by or at the direction of the Trustees or any committee thereof Board of Directors or (iiiii) provided that the Trustees have Board of Directors has determined that trustees Directors shall be elected at such special meeting, by any Shareholder of the Trust who is a Shareholder of record both at the time the notice provided for in this Section 3.8(b) 7.5 is delivered to the Secretary and at the time of the special meetingCompany, who is entitled to vote at the meeting and upon such election and who complied complies with the notice procedures set forth in this Section 3.8(b)7.5. In the event the Trust Company calls a special meeting of Shareholders for the purpose of electing one or more TrusteesDirectors to the Board of Directors, any such Shareholder entitled to vote in such election of Directors may nominate a person or persons (as the case may be) for election to such position position(s) as specified in the TrustCompany’s notice of meeting, if the Shareholder’s notice containing the information required by paragraph (a)(2Section 7.5(a)(ii) of this Section 3.8 shall have been be delivered to the Secretary at the principal executive offices of the Trust Company not earlier than the close of business on the 120th one hundred twentieth day prior to such special meeting and not later than the close of business on the later of the 90th ninetieth day prior to such special meeting or the 10th tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Trustees Board of Directors to be elected at such meeting. In no event shall the public announcement of a an adjournment or postponement or adjournment of a special meeting to a later date or time commence a new time period (or extend any time period) for the giving of a Shareholder’s notice as described above.

Appears in 1 contract

Samples: Limited Liability Company Agreement (LIN Media LLC)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders shareholders as shall have been brought before the meeting pursuant to the TrustCorporation’s notice of meeting. Nominations of persons for election to the Trustees Board may be made at a special meeting of Shareholders shareholders at which trustees directors are to be elected (i) pursuant to the TrustCorporation’s notice of meeting meeting: (or any supplement thereto), (iii) by or at the direction of the Trustees or any committee thereof or Board, (iiiii) (A) by a shareholder of record who validly requested a special meeting of shareholders pursuant to Section 1.2 of these By-Laws, or, (B) provided that the Trustees have Board has determined that trustees directors shall be elected at such special meeting, by any Shareholder shareholder of the Trust who Corporation who, in the event of (A) or (B), (1) is a Shareholder shareholder of record both at on the time date of the giving of the notice provided for in this Section 3.8(b) is delivered 1.8, on the record date for the determination of shareholders entitled to the Secretary notice of, and to vote at, such special meeting and at the time of the such special meeting, who (2) is entitled to vote at the meeting such special meeting, and who complied (3) complies with the notice procedures set forth in this Section 3.8(b)1.8. In the event the Trust Corporation calls a special meeting of Shareholders shareholders for the purpose of electing one or more Trusteesdirectors to the Board, any Noticing Shareholder entitled to vote in such Shareholder election of directors may nominate a person or persons (as the case may be) for election to such position position(s) as specified in the TrustCorporation’s notice of meeting, if the Noticing Shareholder’s notice containing as required by Section 1.8(a) (including the completed and signed questionnaire, representation and agreement and any and all other information required by paragraph (a)(2a)(v) of this Section 3.8 1.8) shall have been be delivered to the Secretary at the principal executive offices of the Trust Corporation in proper written form not earlier than the close Close of business Business on the 120th day prior to such the special meeting and not later than the close Close of business Business on the later of the 90th day prior to such the special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Trustees Board to be elected at such meetingmeeting is first made by the Corporation. In no event shall the public announcement of a an adjournment, recess, rescheduling or postponement or adjournment of a special meeting to a later date or time commence a new time period (or extend any time period) for the giving of a Noticing Shareholder’s notice as described above.

Appears in 1 contract

Samples: Reclassification Agreement (MSC Industrial Direct Co Inc)

Special Meetings of Shareholders. Only such As set forth in Section 4 of this Article VI, only business brought before the meeting pursuant to a proper notice of meeting shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the Trust’s notice of meetingShareholders. Nominations of persons for election to the Board of Trustees only may be made at a special meeting of Shareholders at which trustees Trustees are to be elected elected: (i) pursuant to the Trust’s 's notice of meeting (or any supplement thereto), (ii) by or at the direction of the Trustees or any committee thereof Board of Trustees; or (iiiii) provided that the Board of Trustees have has determined that trustees Trustees shall be elected at such special meeting, by any Shareholder of the Trust who is a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b4(e) is delivered to the Secretary and at the time of the special meeting, who is entitled to vote at the meeting and who complied complies with the notice procedures set forth in this Section 3.8(b4(e). In the event the Trust calls a special meeting of Shareholders for the purpose of electing one or more Trustees to the Board of Trustees, any such Shareholder may nominate a person or persons (as the case may be) for election to such position as specified in the Trust’s 's notice of meeting, if the Shareholder’s 's notice containing contains the information required by paragraph (a)(2Section 4(b) and the Shareholder has given timely notice thereof in writing to the secretary of this Section 3.8 the Trust at the principal executive offices of the Trust. To be timely, a Shareholder's notice shall have been be delivered to the Secretary secretary of the Trust at the principal executive offices of the Trust not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of (i) the 90th day prior to such special meeting or (ii) the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Trustees to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a Shareholder’s 's notice as described above.

Appears in 1 contract

Samples: Trust Agreement (RMR Opportunity Fund)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders shareholders as shall have been brought before the meeting pursuant to the TrustCorporation’s notice of meeting. Nominations of persons for election to the Trustees Board of Directors may be made at a special meeting of Shareholders shareholders at which trustees directors are to be elected (i) pursuant to the TrustCorporation’s notice of meeting (or any supplement thereto), (ii1) by or at the direction of the Trustees or any committee thereof Board of Directors or (iii2) provided that the Trustees have Board of Directors has determined that trustees directors shall be elected at such special meeting, by any Shareholder shareholder of the Trust Corporation who is a Shareholder shareholder of record both at the time the notice provided for in this Section 3.8(b) 2.8 is delivered to the Secretary and at the time of the special meetingCorporation, who is entitled to vote at the meeting and upon such election and who complied complies with the notice procedures set forth in this Section 3.8(b)2.8. In the event the Trust Corporation calls a special meeting of Shareholders shareholders for the purpose of electing one or more Trusteesdirectors to the Board of Directors, any such Shareholder shareholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position position(s) as specified in the TrustCorporation’s notice of meeting, if the Shareholdershareholder’s notice containing the information required by paragraph (a)(2A)(2) of this Section 3.8 2.8 shall have been be delivered to the Secretary at the principal executive offices of the Trust Corporation not earlier than the close of business on the 120th one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the 90th ninetieth (90th) day prior to such special meeting or the 10th tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Trustees Board of Directors to be elected at such meeting. In no event shall the public announcement of a an adjournment or postponement or adjournment of a special meeting to a later date or time commence a new time period (or extend any time period) for the giving of a Shareholdershareholder’s notice as described above.

Appears in 1 contract

Samples: Merger Agreement (Dayton Superior Corp)

Special Meetings of Shareholders. Only such As set forth in Section 8.4, only business brought before the meeting pursuant to the Trust's notice of meeting shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant Shareholders. Subject to the Trust’s notice requirements of meeting. Nominations the 1940 Act or any other applicable laws, nominations of persons individuals for election to the Board of Trustees only may be made at a special meeting of Shareholders at which trustees Trustees are to be elected elected: (i) pursuant to the Trust’s 's notice of meeting (or any supplement thereto), meeting; (ii) otherwise properly brought before the meeting by or at the direction of the Trustees or any committee thereof Board of Trustees; or (iii) provided that the Board of Trustees have has determined that trustees Trustees shall be elected at such special meeting, by any Shareholder of the Trust who is has been for at least one year immediately preceding such Shareholder giving the notice provided for in this Section 8.12(e) a Shareholder of record of Shares entitled to vote at the meeting on such election and continues to be a Shareholder of record both at the time the of giving of notice provided for in this Section 3.8(b8.12(e) is delivered to the Secretary through and at including the time of the special meeting, who is entitled to vote at the meeting on such election and who has complied with the notice procedures and other requirements set forth in this Section 3.8(b8.12(e). In the event the Trust calls a special meeting of Shareholders for the purpose of electing one or more Trustees to the Board of Trustees, any such Shareholder may nominate a person an individual or persons individuals (as the case may be) for election to such position as a Trustee as specified in the Trust’s 's notice of meeting, if the Shareholder satisfies the holding period and certificate requirements set forth in Section 8.12(b)(i) and Section 8.12(b)(ii), the Shareholder’s 's notice containing contains or is accompanied by the information and documents required by paragraph (a)(2) Section 8.12 and the Shareholder has given timely notice thereof in writing to the Secretary at the principal executive offices of this Section 3.8 the Trust. To be timely, a Shareholder's notice shall have been be delivered to the Secretary at the principal executive offices of the Trust not earlier than the close of business on the 120th 150th day prior to such special meeting and not later than the close of business 5:00 p.m. (Eastern Time) on the later of (i) the 90th 120th day prior to such special meeting or (ii) the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Trustees to be elected at such meeting. In no event shall Neither the public announcement of a postponement or adjournment of a special meeting to a later date meeting, nor the public announcement of such postponement or time adjournment, shall commence a new time period for the giving of a Shareholder’s 's notice as described above.

Appears in 1 contract

Samples: Bylaws (RMR Asia Pacific Real Estate Fund)