Special Meetings of Stockholders. Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, special meetings of stockholders may only be called by or at the direction of (1) the Chair of the Board of Directors, (2) the Lead Independent Director (if one has been appointed), or (3) the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board, and any power of stockholders to call a special meeting is specifically denied. At any special meeting of stockholders, only such business shall be conducted or considered as shall have been properly brought before the meeting pursuant to the Corporation’s notice of meeting.
Appears in 3 contracts
Samples: Investment Agreement (SilverSun Technologies, Inc.), Investment Agreement (SilverSun Technologies, Inc.), Investment Agreement (SilverSun Technologies, Inc.)
Special Meetings of Stockholders. Subject to the rights of the holders of any series of Preferred Stock with respect then outstanding and to such series the requirements of Preferred Stockapplicable law, special meetings of stockholders of the Corporation may only be called only by or at the direction of (1) the Chair Board or the Chairman of the Board of Directors, (2) the Lead Independent Director (if one has been appointed), or (3) the Board of Directors pursuant to a written resolution adopted by a the affirmative vote of the majority of the Whole Board, and any power total number of stockholders to call a special meeting is specifically denied. At any special meeting of stockholders, only such business shall be conducted or considered as shall directors that the Corporation would have been properly brought before the meeting pursuant to the Corporation’s notice of meeting.if there were no vacancies
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gores Holdings VIII Inc.), Agreement and Plan of Merger (Gores Holdings VIII Inc.)
Special Meetings of Stockholders. Subject Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock with respect to such series of outstanding Preferred Stock, special meetings of the stockholders may only of the Corporation shall be called by only by: (i) the Board of Directors or at the direction of (1) the Chair of the Board of Directors, ; or (2ii) the Lead Independent Director (if one has been appointed), or (3) the Board of Directors pursuant to a resolution adopted by a majority Secretary of the Whole BoardCorporation, and any power following receipt of stockholders one or more written demands to call a special meeting is specifically denied. At any of the stockholders from stockholders of record who own, in the aggregate, at least 25% of the voting power of the outstanding shares of the Corporation then entitled to vote on the matter or matters to be brought before the proposed special meeting that complies with the procedures for calling a special meeting of stockholders, only such business shall the stockholders as may be conducted or considered as shall have been properly brought before set forth in the meeting pursuant to the Corporation’s notice of meetingBy-Laws.
Appears in 1 contract
Samples: Business Combination Agreement (TPCO Holding Corp.)
Special Meetings of Stockholders. Subject Except as required by law and subject to the rights of the holders of any series of Preferred Stock with respect of the Corporation established pursuant to such series the provisions of Preferred Stockthe Certificate of Incorporation, special meetings of stockholders may only be called only by or at the direction of (1) the Chair of the Board of Directors, (2) the Lead Independent Director (if one has been appointed), or (3) the Board of Directors pursuant to a resolution adopted approved by a majority of the Whole Board, and any power then authorized number of stockholders directors. Stockholders of the Corporation are not permitted to call a special meeting is specifically deniedor to require that the Board of Directors call a special meeting of stockholders. At The business permitted at any special meeting of stockholders, only such business stockholders shall be conducted or considered as shall have been properly limited to the business brought before the meeting pursuant to by or at the Corporation’s notice direction of meetingthe Board of Directors.
Appears in 1 contract
Samples: Business Combination Agreement (Activision Inc /Ny)
Special Meetings of Stockholders. Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, special meetings of stockholders may only be called by or at the direction of (1) the Chair Chairman of the Board of DirectorsDirectors or the Chief Executive Officer, (2) the Lead Independent Director (if one has been appointed), or (3) the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board, Board or (3) the Secretary of the Corporation at the written request of a stockholder of record in accordance with the requirements and any power of stockholders to call a special meeting is specifically deniedprocedures provided in the Bylaws. At any special meeting of stockholders, only such business shall be conducted or considered as shall have been properly brought before the meeting pursuant to the Corporation’s notice of meeting.
Appears in 1 contract
Samples: Merger Agreement (Arconic Inc.)