Common use of Special Meetings of Stockholders Clause in Contracts

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation's notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation's notice of meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Section 1.06, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 1.06. Nominations by stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder's notice required by paragraph (a)(2) of this Section 1.06 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the 90th day prior to such special meeting, and not later than the close of business on the later of the 60th 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 Board of Directors to be elected at such meeting.

Appears in 2 contracts

Samples: Merger Agreement (Covance Inc), Merger Agreement (Parexel International Corp)

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Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation's ’s notice of meetingmeeting pursuant to Section 1.3 of these By-Laws. Nominations of persons for election to the Board of Directors (other than for election as a Class B Director) may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation's ’s notice of meeting (iA) by or at the direction of the Board of Directors or (iiB) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Section 1.06, who shall be entitled to vote at the meeting and in such election, who complies with the notice procedures set forth in this Section 1.061.10 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. Nominations by stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder's ’s notice as required by paragraph (a)(2) of this Section 1.06 1.10 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the 90th 120th day prior to such special meeting, meeting and not later than the close of business on the later of the 60th 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 and, if applicable, of the nominees proposed by the Board of Directors to be elected at such meeting.

Appears in 2 contracts

Samples: Merger Agreement (Toronto Dominion Bank), Merger Agreement (Banknorth Group Inc/Me)

Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation's notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors Directors are to be elected (i) pursuant to the Corporation's notice of meeting meeting, (iii) by or at the direction of the Board of Directors or (iiiii) provided that the Board of Directors has determined that Directors shall be elected at such special meeting, by any stockholder of the Corporation who is was a stockholder of record at the time of giving of notice provided for in this Section 1.0612(b), who shall be is entitled to vote at the meeting and who complies complied with the notice procedures set forth in this Section 1.0612(b). Nominations by stockholders of persons for election to In the Board of Directors may be made at such event the Corporation calls a special meeting of stockholders for the purpose of electing one or more Directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be) for election to such position as specified in the Corporation's notice of meeting, if the stockholder's notice containing the information required by paragraph (a)(2) of this Section 1.06 12 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the 90th day prior to such special meeting, meeting and not later than the close of business on the later of the 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 Board of Directors to be elected at such meeting.

Appears in 1 contract

Samples: Securities Purchase Agreement (Prison Realty Trust Inc)

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Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation's ’s notice of meetingmeeting pursuant to Article I, Section 2 of these By-Laws. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation's ’s notice of meeting (ia) by or at the direction of the Board of Directors or (iib) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Section 1.06, who shall be entitled to vote on such election at the meeting and meeting, who complies with the notice procedures set forth in this Section 1.06By-Law and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. Nominations by stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder's ’s notice as required by paragraph (a)(2A)(ii) of this Section 1.06 By-Law shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the 90th 120th day prior to such special meeting, meeting and not later than the close of business on the later of the 60th 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 Directors to be elected at such meeting.

Appears in 1 contract

Samples: Stockholders Agreement (AGA Medical Holdings, Inc.)

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