Common use of Special Meetings Clause in Contracts

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Appears in 19 contracts

Samples: Limited Liability Company Agreement (Deutsche Bank Contingent Capital LLC V), Limited Liability Company Agreement (Deutsche Bank Capital Funding LLC IX), Limited Liability Company Agreement (Deutsche Bank Capital Funding Trust XII)

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Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of President, any Vice President, the BoardSecretary, by the President or by any two member of the Board of Directors. Reasonable notice thereof Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting.

Appears in 14 contracts

Samples: Merger Agreement (Amneal Pharmaceuticals, Inc.), Merger Agreement (ZoomInfo Technologies Inc.), Merger Agreement (Voltari Corp)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, if any, by the Vice Chairman of the Board, if any, by the President or by any two Directorsdirectors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Appears in 8 contracts

Samples: Merger Agreement (Spectranetics Corp), Merger Agreement (NextWave Wireless Inc.), Merger Agreement (Ixia)

Special Meetings. Special Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time or and place within or without the State of Delaware whenever called by the Chairman Chairperson of the Board, by the President Chief Executive Officer or by any two Directors. Reasonable notice thereof shall be given by a majority of the person or persons calling the meetingauthorized number of directors.

Appears in 6 contracts

Samples: Business Combination Agreement (Freedom Acquisition I Corp.), Merger Agreement (Supernova Partners Acquisition Co II, Ltd.), Merger Agreement (Supernova Partners Acquisition Co II, Ltd.)

Special Meetings. Special meetings of the Board of Directors may shall be held at the call of any time or place Director at such times and places, within or without the State of Delaware whenever called by Delaware, as he or she shall designate, on not less than two calendar days’ advance notice (specifying the Chairman time and place of the Boardmeeting and the agenda therefor) to each Director, given verbally or in writing either personally, by the President telephone, by facsimile transmission, by mail or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meetingtelegram.

Appears in 6 contracts

Samples: Operating Agreement, Simplification Agreement (Alliance Holdings GP, L.P.), Simplification Agreement (Alliance Resource Partners Lp)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of President, any Vice President, the BoardSecretary, by the President or by any two member of the Board of Directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Appears in 5 contracts

Samples: Merger Agreement (Repros Therapeutics Inc.), Agreement and Plan of Merger (Allergan PLC), Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place and place, within or without the State of Delaware whenever called Delaware, designated in a call by the Chairman of the BoardBoard of Directors, by the President Chief Executive Officer (or if there is no Chief Executive Officer, the President), two or more directors or by any two Directors. Reasonable notice thereof shall be given by one director in the person or persons calling the meetingevent that there is only a single director in office.

Appears in 5 contracts

Samples: Merger Agreement (Mykrolis Corp), Merger Agreement (Mykrolis Corp), Merger Agreement (Entegris Inc)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, by the President or by two or more directors and may be held at any two Directors. Reasonable notice thereof shall be given by time and place, within or without the person or persons calling the meetingState of Delaware.

Appears in 4 contracts

Samples: Loan and Security Agreement (Halozyme Therapeutics Inc), Loan and Security Agreement (Halozyme Therapeutics Inc), Merger Agreement (On Semiconductor Corp)

Special Meetings. Special Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time or and place within or without the State of Delaware whenever called by the Chairman of the Board, by the President Chief Executive Officer or by any two Directors. Reasonable notice thereof shall be given by a majority of the person or persons calling the meetingauthorized number of directors.

Appears in 4 contracts

Samples: Business Combination Agreement (Atlantic Coastal Acquisition Corp. II), Merger Agreement (SharpLink Gaming Ltd.), Business Combination Agreement (Amplitude Healthcare Acquisition Corp)

Special Meetings. Special meetings of the Board board of Directors directors may be held at any time or and at any place within or without the State of Delaware whenever designated in the notice of the meeting, when called by the Chairman chairman of the Boardboard, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the President secretary or by the chairman of the board, if any, the president or any two Directors. Reasonable notice thereof shall be given by one of the person or persons directors calling the meeting.

Appears in 4 contracts

Samples: By Laws (Eargo, Inc.), Business Financing Agreement (Vapotherm Inc), Merger Agreement (Genzyme Corp)

Special Meetings. Special meetings of the Board board of Directors directors may be held at called only by the Chief Executive Officer or any time or place member of the board of directors. The notice of the special meeting of the board of directors may fix any convenient place, either within or without outside Delaware, as the State of Delaware whenever called by the Chairman place for holding any special meeting of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meetingboard of directors.

Appears in 4 contracts

Samples: Agreement and Plan of Restructuring and Merger (Unitedglobalcom Inc), Agreement and Plan of Restructuring and Merger (New Unitedglobalcom Inc), Agreement and Plan of Restructuring and Merger (Liberty Media Corp /De/)

Special Meetings. Special meetings of the Board board of Directors directors may be ---------------- held at any time or and at any place within or without the State of Delaware whenever designated in the notice of the meeting, when called by the Chairman president, or by one-third or more in number of the Boarddirectors, reasonable notice thereof being given to each director by the President secretary or by the president or by any two Directors. Reasonable notice thereof shall be given by one of the person or persons directors calling the meeting.

Appears in 4 contracts

Samples: Series C Convertible Preferred Stock Purchase Agreement (Sequenom Inc), Series D Convertible Preferred Stock Purchase Agreement (Sequenom Inc), Series D Convertible Preferred Stock Purchase Agreement (Sequenom Inc)

Special Meetings. Special Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time or and place within or without the State of Delaware whenever called by the Chairman of the Board, by the Chief Executive Officer (if a director), the President (if a director) or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meetingdirector.

Appears in 4 contracts

Samples: Merger Agreement (La Jolla Pharmaceutical Co), Merger Agreement (Tetraphase Pharmaceuticals Inc), Merger Agreement (Acelrx Pharmaceuticals Inc)

Special Meetings. Special meetings of the Board of Directors may be held at any time whenever called by (i) the Chairman, the Chief Executive Officer or place the President (ii) the Chairman, the Chief Executive Officer, the President or the Secretary on the written request of a majority of the Board of Directors; or (iii) resolution adopted by the Board of Directors. Special meetings may be held within or without the State of Delaware whenever called by as may be stated in the Chairman notice of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Appears in 4 contracts

Samples: Merger Agreement (Boe Financial Services of Virginia Inc), Merger Agreement (Community Bankers Acquisition Corp.), Merger Agreement (Community Bankers Acquisition Corp.)

Special Meetings. Special Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time or and place within or without the State of Delaware whenever called by the Chairman of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by of the person or persons calling the meetingdirectors.

Appears in 4 contracts

Samples: Annual Report, Bylaws (Trinet Group Inc), Merger Agreement (Sand Hill It Security Acquisition Corp)

Special Meetings. Special Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any date, time or place and place, if any, within or without the State of Delaware whenever called by the Chairman Chairperson of the Board, by the President Chief Executive Officer or by any two the Board of Directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Appears in 3 contracts

Samples: Business Combination Agreement (Novus Capital Corp), Merger Agreement (Health Sciences Acquisitions Corp 2), Merger Agreement (LGL Systems Acquisition Corp.)

Special Meetings. Special meetings of the Board of Directors or any committee thereof may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by the person Person or persons Persons calling the meeting.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Enbridge Energy Partners Lp), Limited Liability Company Agreement (Enbridge Energy Management L L C), Limited Liability Company Agreement (Enbridge Inc)

Special Meetings. Special meetings of the Board of Directors may shall be held at the call of any time or place Director at such times and places, within or without the State of Delaware whenever called by Delaware, as he or she shall designate, on not less than two calendar days' advance notice (specifying the Chairman time and place of the Boardmeeting and the agenda therefor) to each Director, given verbally or in writing either personally, by the President telephone, by facsimile transmission, by mail or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meetingtelegram.

Appears in 3 contracts

Samples: Operating Agreement (Alliance Resource Partners Lp), Limited Liability Company Agreement (Shamrock Logistics Lp), Limited Liability Company Agreement (Shamrock Logistics Lp)

Special Meetings. Special meetings of the Board of Directors may shall be held at the call of any time or place Director at such times and places, within or without the State of Delaware whenever called by Delaware, as he or she shall designate, on not less than two calendar days’ advance notice (specifying the Chairman time and place of the Boardmeeting and the agenda therefor) to each Director, given verbally or in writing either personally, by the President telephone, by facsimile transmission, by mail or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meetingelectronic mail.

Appears in 3 contracts

Samples: Merger Agreement (NuStar Energy L.P.), Limited Liability Company Agreement (NuStar Energy L.P.), Agreement and Plan of Merger

Special Meetings. Special meetings of the Board of Directors Managers may be held at any time or place and place, within or without the State of Delaware whenever called by the Chairman of the BoardDelaware, by the President or designated by any two Directors. Reasonable notice thereof shall be given by Manager or the person or persons calling the meetingCEO.

Appears in 3 contracts

Samples: Operating Agreement, Operating Agreement (Rhythm Holding Company, LLC), Operating Agreement (Rhythm Holding Company, LLC)

Special Meetings. Special Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time or and place within or without the State of Delaware whenever as designated and called by the Chairman Chairperson of the BoardBoard of Directors, by the President Chief Executive Officer or by any two the Board of Directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (MedTech Acquisition Corp), Merger Agreement (Arrowroot Acquisition Corp.), Merger Agreement (Panacea Acquisition Corp)

Special Meetings. Special meetings of the Board board of Directors directors may be called by the chairman of the board or the president and shall be called by the secretary at the request of any director, to be held at any such time or place and place, either within or without the State of Delaware whenever called outside Delaware, as shall be designated by the Chairman call and specified in the notice of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the such meeting.

Appears in 3 contracts

Samples: Merger Agreement (Habit Restaurants, Inc.), Agreement and Plan of Merger (Usg Corp), Merger Agreement (Protective Life Corp)

Special Meetings. Special Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time or and place within or without the State of Delaware whenever called by the Chairman Chairperson of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meetingdirectors.

Appears in 3 contracts

Samples: Merger Agreement (Hyperion Therapeutics Inc), Merger Agreement (Horizon Pharma PLC), Merger Agreement (Hyperion Therapeutics Inc)

Special Meetings. Special Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time or and place within or without the State of Delaware whenever called by the Chairman of the Board, by the President or by any two Directorsdirector. Reasonable notice thereof shall be given by the person or persons calling the meeting(Del. Code Xxx., tit. 8, § 141(g))

Appears in 2 contracts

Samples: Merger Agreement (Cornerstone OnDemand Inc), Merger Agreement (Gilead Sciences Inc)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman any Member or any Director. Notice of a special meeting of the Board, by the President or by any two Directors. Reasonable notice thereof Board shall be given by the person or persons calling the meeting at least twenty-four (24) hours before such meeting.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Molten Metal Technology Inc /De/), Limited Liability Company Agreement (Molten Metal Technology Inc /De/)

Special Meetings. Special meetings of the Board of Directors may may, unless otherwise expressly provided by law, be held at any called from time or place within or without the State of Delaware whenever called to time by the Chairman of the Boardeither Co-Chairman, by the President or by any two Directorsa written call signed by a majority of the whole Board of Directors and filed with the Secretary. Reasonable notice thereof Each special meeting of the Board shall be given by held at such time and place, either within or outside of the person or persons calling State of Delaware, as shall be designated in the notice of such meeting.

Appears in 2 contracts

Samples: Purchase Agreement (Alliance Entertainment Corp), Purchase Agreement (Bianco Joseph J)

Special Meetings. Special Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time or and place within or without the State of Delaware whenever called by the Chairman President or a majority of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Appears in 2 contracts

Samples: Joint Venture Agreement (Molecular Simulations Inc), Joint Venture Agreement (Pharmacopeia Inc)

Special Meetings. Special Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time or and place within or without the State of Delaware whenever called by the Chairman of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meetingdirector.

Appears in 2 contracts

Samples: Agreement and Plan of Acquisition (Brooklyn ImmunoTherapeutics, Inc.), Merger Agreement (Stratasys Inc)

Special Meetings. Special meetings of the Board of Directors may be held at any time time, whenever called by the President or a majority of directors then in office, at such place or places within or without the State of Delaware whenever called by as may be stated in the Chairman notice of the Board, by meeting. Notice of the President or by any two Directors. Reasonable notice thereof shall time and place of a special meeting must be given by the person or persons calling such meeting at least twenty-four hours before the special meeting.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hanover Compressor Co /), Agreement and Plan of Merger (Exterran Holdings Inc.)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, by the Chief Executive Officer, the President or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (El Paso Corp/De), Limited Liability Company Agreement (Enterprise Products Partners L P)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place and place, within or without the State of Delaware whenever called Delaware, designated in a call by the Chairman of the Board, by the President President, two or more directors, or by any two Directors. Reasonable notice thereof shall be given by one director in the person or persons calling the meetingevent that there is only a single director in office.

Appears in 2 contracts

Samples: Annual Report, Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)

Special Meetings. Special Subject to Section 2.5 of these Bylaws, special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of Chair, if any, the BoardVice Chair, by if any, the President or by any two Directorsdirectors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Appears in 2 contracts

Samples: Merger Agreement (DiamondPeak Holdings Corp.), Business Combination Agreement (Diamond Eagle Acquisition Corp. \ DE)

Special Meetings. Special Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time or and place within or without the State of Delaware whenever called by the Chairman Chairperson of the Board, by the President Chief Executive Officer or by any two the Board of Directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Appears in 2 contracts

Samples: Merger Agreement (Marquee Raine Acquisition Corp.), Merger Agreement (GX Acquisition Corp.)

Special Meetings. Special Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time or and place within or without the State of Delaware whenever called by the Chairman of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by of the person or persons calling the meeting.directors

Appears in 2 contracts

Samples: Stock Purchase Agreement (Lightspan Partnership Inc), Stock Purchase Agreement (Lightspan Partnership Inc)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place the call of the Chairman of the Board at such times and places, if any, within or without the State of Delaware whenever Delaware, as he or she shall designate, on not less than 24 hours’ notice to each Director, given verbally or in writing, whether personally, by telephone (including by message or recording device), by facsimile transmission, or by other electronic transmission, or on not less than 3 calendar days’ notice to each Director given in writing by mail. Special meetings may also be called by the Chairman Secretary on like notice at the written request of a majority of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meetingDirectors then in office.

Appears in 2 contracts

Samples: Merger Agreement (Cogentix Medical Inc /De/), Merger Agreement (Neogenomics Inc)

Special Meetings. Special meetings of the Board board of Directors directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of President, any Vice President, the BoardSecretary, by the President or by any two Directors. Reasonable notice thereof shall be given by member of the person or persons calling the meetingboard of directors.

Appears in 2 contracts

Samples: Merger Agreement (Leaf Group Ltd.), Merger Agreement (Ardea Biosciences, Inc./De)

Special Meetings. Special meetings of the Board of Directors Managers may be called at any time by the President or by a majority of the Managers. Each special meeting shall be held at any such date, time or and place either within or without the State of Delaware whenever called by the Chairman of the Board, by the President or by any two Directors. Reasonable notice thereof as shall be given fixed by the person or persons calling the meeting.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Great Lakes Dredge & Dock Environmental, Inc), Limited Liability Company Agreement (NASDI Holdings Corp)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman Chair of the Board, by Chief Executive Officer, President, any Vice President, the President Secretary, or by any two a majority of the whole Board of Directors. Reasonable notice thereof Notice of a special meeting of the Board of Directors shall be given at least twenty-four (24) hours before the special meeting. Such notice shall be given personally, by the person mail, telephone, or persons calling the meetingelectronic transmission.

Appears in 2 contracts

Samples: Reclassification Agreement (Sands Richard Et Al), Reclassification Agreement (Constellation Brands, Inc.)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman Chief Executive Officer or by one-third (1/3) of the Board, by members of the President or by any two Directors. Reasonable notice thereof shall be given by Board of Directors (rounded up to the person or persons calling the meetingnearest whole number).

Appears in 2 contracts

Samples: Merger Agreement (Team America Inc), Merger Agreement (Vsource Inc)

Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board (if any), the President or two or more directors and may be held at any time or place and place, within or without the State of Delaware whenever called by the Chairman of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meetingDelaware.

Appears in 2 contracts

Samples: Merger Agreement (Kapstone Paper & Packaging Corp), Merger Agreement (WestRock Co)

Special Meetings. Special meetings of the Board of Directors may be held at any ---------------- time or place within or without the State of Delaware whenever called by the Chairman of the Board, by a majority of the President Board or by any two DirectorsClass C Director. Reasonable notice thereof Notice of a special meeting of the Board shall be given to all directors by the person or persons calling the meeting at least seventy-two (72) hours before the special meeting.

Appears in 2 contracts

Samples: Roll Up Agreement (Entravision Communications Corp), Convertible Subordinated Note Purchase Agreement (Entravision Communications Corp)

Special Meetings. Special meetings of the Board board of Directors directors may be called by the president or any two directors on notice given to each director, and such meetings shall be held at any time the principal business office of the Corporation or at such other place or places, either within or without outside the State of Delaware whenever called by the Chairman of the BoardDelaware, by the President or by any two Directors. Reasonable notice thereof as shall be given by specified in the person or persons calling the meetingnotices thereof.

Appears in 2 contracts

Samples: Credit Agreement (RhythmOne PLC), Agreement and Plan of Merger and Reorganization (YuMe Inc)

Special Meetings. Special meetings of the Board of Directors Managers may be held at any time or and at any place within or without the State of Delaware whenever designated in the notice of the meeting, when called by the Chairman Chair of the Board of Managers, the President, or by any two Board Members, reasonable notice thereof being given to each Board Member by the Secretary or by the Chair of the Board, by if any, the President or by any two Directors. Reasonable notice thereof shall be given by one of the person or persons Board Members calling the meeting.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Wayfair Inc.), Limited Liability Company Operating Agreement (Wayfair Inc.)

Special Meetings. Special meetings of the Board of Directors may be held ---------------- called at any time or place and place, within or without the State of Delaware whenever called Delaware, by the Chairman of the Board, by the President and Chief Executive Officer, two or more directors, or by any two Directors. Reasonable notice thereof shall be given by one director in the person or persons calling the meetingevent that there is only a single director in office.

Appears in 1 contract

Samples: Merger Agreement (DSP Technology Inc)

Special Meetings. Special meetings of the Board of Directors may shall be held at any time or place within or without the State of Delaware held, whenever called by the Chairman of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given resolution adopted by the person Board of Directors, at such place or persons calling places within or without the State of Delaware as may be stated in the notice of the meeting.

Appears in 1 contract

Samples: Merger Agreement (Pride International Inc)

Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, the President or two or more directors and may be held at any time or place and place, within or without the State of Delaware whenever called by the Chairman of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meetingDelaware.

Appears in 1 contract

Samples: Merger Agreement (CinCor Pharma, Inc.)

Special Meetings. Special meetings of the Board of Directors may be held at any such time or and place within or without the State of Delaware whenever called by the Chairman of the BoardChairman, if any, by the Vice Chairman, if any, by the President, any Vice President or by any two Directors. Reasonable notice thereof shall be given by the person Person or persons Persons calling the meetingmeeting pursuant to this Section 5.04.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Instinet Group LLC)

Special Meetings. Special meetings of the Board of Directors may be held at any time or and at any place within or without the State of Delaware whenever designated in the notice of the meeting, when called by the Chairman chairman of the Board, if any, the president, if any, or by one-third or more in number of the Managers, reasonable notice thereof being given to each Manager by the President secretary or by the chairman of the Board, if any, the president, if any, or any two Directors. Reasonable notice thereof shall be given by one of the person or persons Managers calling the meeting.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Clear Channel Identity, Inc.)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of President, any Vice President, the BoardSecretary, by the President or by any two member of the Board of Directors. Reasonable notice thereof Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least 24 hours before the special meeting.

Appears in 1 contract

Samples: Merger Agreement (Acamar Partners Acquisition Corp.)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of Chairman, the BoardPresident, by the President Secretary, or by any two member of the Board of Directors. Reasonable notice thereof Notice of a special meeting of the Board of Directors shall be given to each director by the person or persons calling the meeting at least twenty-four hours before the special meeting.

Appears in 1 contract

Samples: Merger Agreement (Globix Corp)

Special Meetings. Special meetings of the Board of Directors Managers may be held at any time or place and place, within or without the State of Delaware whenever called Delaware, designated in a call by the Chairman of the Boardtwo or more Managers, by the President or by any two Directors. Reasonable notice thereof shall be given by one Manager in the person or persons calling the meetingevent that there is only a single Manager in office.

Appears in 1 contract

Samples: Operating Agreement (Historic Preservation Properties 1989 Limited Partnership)

Special Meetings. Special meetings of the Board of Directors may be held called by or at any the request of the Chairman of the Board or a majority of the directors. The person or persons calling a special meeting of the Board of Directors may fix a place and time or place within or without the State of Delaware whenever called by the Chairman of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the for holding such meeting.

Appears in 1 contract

Samples: Merger Agreement (Iac/Interactivecorp)

Special Meetings. Special meetings of the Board of Directors may be held at any such time or and place within or without the State of Delaware whenever called by the Chairman of the BoardChairman, if any, by the Vice Chairman, if any, by the President, any Vice President or by any two Directors. Reasonable notice thereof shall be given by the person Person or persons Persons calling the meetingmeeting pursuant to this Section 5.04. 5.

Appears in 1 contract

Samples: Operating Agreement

Special Meetings. Special meetings of the Board board of Directors directors may be held at any time or and at any place within or without the State of Delaware whenever designated in the notice of the meeting, when called by the Chairman chief executive officer, or by one-third or more in number of the Boarddirectors, reasonable notice thereof being given to each director by the President secretary or by the chief executive officer or by any two Directors. Reasonable notice thereof shall be given by one of the person or persons directors calling the meeting.

Appears in 1 contract

Samples: Share Purchase Agreement (Mascoma Corp)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman Chairperson of the Board, if any, by the Vice Chairperson of the Board, if any, by the President or by any two Directorsdirectors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Appears in 1 contract

Samples: Merger Agreement (United Rentals North America Inc)

Special Meetings. Special meetings of the Board of ----------- ---------------- Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the BoardBoard of Directors, the Vice Chairman of the Board of Directors, the Chairman of the Executive Committee, or by the President or by any two DirectorsPresident. Reasonable notice thereof shall be given by the person or persons calling the meeting, not later than the second day before the date of the special meeting.

Appears in 1 contract

Samples: By Laws (Dover Downs Entertainment Inc)

Special Meetings. Special Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time or and place within or without the State of Delaware whenever called by the Chairman of the Board, by the President Chief Executive Officer or by any two Directors. Reasonable notice thereof shall be given by a majority of the Whole Board; provided that the person(s) authorized to call a special meeting of the Board of Directors may authorize another person or persons calling the to send notice of such meeting.

Appears in 1 contract

Samples: Merger Agreement (Reneo Pharmaceuticals, Inc.)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of Chief Executive Officer, the BoardSecretary, by the President or by any two members of the Board of Directors. Reasonable notice thereof Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting.

Appears in 1 contract

Samples: Merger Agreement (Cas Medical Systems Inc)

Special Meetings. Special meetings of the Board of Directors may shall be held at any time or place the call of the Chairperson of the Board at such times and places, within or without the State of Delaware whenever Delaware, as he or she shall designate, upon notice to each director in accordance with Section 6 of this Article III. Special meetings shall be called by the Chairman Secretary on like notice at the written request of a majority of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meetingdirectors then in office.

Appears in 1 contract

Samples: Merger Agreement (Jda Software Group Inc)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without outside of the State of Delaware whenever and may be called by any Director or the Chairman of the BoardPresident (as defined below) on 24 hours written notice (delivered personally, by the President facsimile or by any two Directorsemail) to each Director. Reasonable notice thereof shall be given by the person or persons calling the meeting.[•] CONFIDENTIAL TREATMENT REQUESTED

Appears in 1 contract

Samples: Operating Agreement (Sims Group LTD)

Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman, the Chief Executive Officer or by any Manager. Each special meeting shall be held at any such date, time or and place either within or without the State of Delaware whenever called by the Chairman of the Board, by the President or by any two Directors. Reasonable notice thereof as shall be given fixed by the person or persons calling the meeting.

Appears in 1 contract

Samples: Limited Liability Company Agreement

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Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, by Vice Chairman of the President Board, if any, or by any two three members of the Board of Directors. Reasonable notice thereof Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least forty-eight hours before the special meeting.

Appears in 1 contract

Samples: Stock Subscription and Stockholders' Agreement (Educational Video Conferencing Inc)

Special Meetings. Special meetings of the Board of Directors Managers may be held at any time or place the call of the Chairman of the Board of Managers at such times and places, within or without outside the State of Delaware whenever called Delaware, as he or she shall indicate, upon notice to each Manager in accordance with Section 4.8, at such times and places, within or outside the State of Delaware, as shall be designated by the Chairman of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meetingBoard of Managers.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Morgan Stanley Capital Trust Iv)

Special Meetings. Special meetings of the Board board of Directors directors may be held at any time or and at any place within or without the State of Delaware whenever designated in the notice of the meeting, when called by the Chairman chairman of the Boardboard, if any, the chief executive officer, the president or by two or more directors, reasonable notice thereof being given to each director by the President secretary or by the chairman of the board, if any, the president or any two Directors. Reasonable notice thereof shall be given by one of the person or persons directors calling the meeting.

Appears in 1 contract

Samples: Merger Agreement (Ims Health Inc)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place and place, within or without the State of Delaware whenever called Delaware, designated by the Chairman Company’s Chief Executive Officer or by a majority in number of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meetingManagers.

Appears in 1 contract

Samples: Operating Agreement (Rallybio Holdings, LLC)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place such times and at such places within or without the State of Delaware whenever called as may be determined by the Chairman or the Vice Chairman on at least 24 hours’ notice to each Director given by one of the Board, means specified in Section 3.11 other than by the President mail or by any two Directors. Reasonable on at least three days’ notice thereof shall be if given by the person or persons calling the meetingmail.

Appears in 1 contract

Samples: Business Combination Agreement (ArcLight Clean Transition Corp. II)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, by the President Chief Executive Officer or by any two Directorsdirectors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Icg Communications Inc /De/)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the BoardBoard of Directors, by the President Chief Executive Officer or by any two a majority of the Board of Directors. Reasonable notice thereof Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting.

Appears in 1 contract

Samples: Restructuring and Exchange Agreement (Xtant Medical Holdings, Inc.)

Special Meetings. Special meetings of the Board of Directors Managers may be held at any time or and at any place within or without the State of Delaware whenever designated in the notice of the meeting, when called by the Chairman of the Board of Managers, the President, or by one-third or more in number of the Board of Managers, reasonable notice thereof being given to each Board Member by the Secretary or by the Chairman of the Board, by if any, the President or by any two Directors. Reasonable notice thereof shall be given by one of the person or persons Board Members calling the meeting.

Appears in 1 contract

Samples: Operating Agreement (OCM Growth Holdings LLC)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by any Director upon at least twenty-four hours notice to the Chairman of the Board, by the President or by any two other Directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Terra Investment Fund LLC)

Special Meetings. Special meetings of the Board of Directors may ---------------- be held at any time or place and place, within or without the State of Delaware whenever called Delaware, designated in a call by the Chairman of the BoardBoard (if any), by the President President, two or more directors, or by any two Directors. Reasonable notice thereof shall be given by one director in the person or persons calling the meetingevent that there is only a single director in office.

Appears in 1 contract

Samples: By Laws (Matrixone Inc)

Special Meetings. Special Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time or and place within or without the State of Delaware whenever as designated and called by the Chairman Chairperson of the Board, by the President Chief Executive Officer or by any two Directors. Reasonable notice thereof shall be given by a majority of the person or persons calling the meetingauthorized number of directors.

Appears in 1 contract

Samples: Business Combination Agreement (BioPlus Acquisition Corp.)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of President, the BoardChief Executive Officer, by any Vice President, the President Secretary, or by any two member of the Board of Directors. Reasonable notice thereof Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four (24) hours before the special meeting, if given in person, by telephone, telecopier, e-mail or by other means of electronic transmission, or at least three (3) days before the special meeting, if given by mail.

Appears in 1 contract

Samples: Merger Agreement (Digitalglobe, Inc.)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of President, any Vice President, the BoardSecretary, by the President or by any two member of the Board of Directors. Reasonable notice thereof Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least two (2) hours before the special meeting.

Appears in 1 contract

Samples: Merger Agreement (Iac/Interactivecorp)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, by the President or by any two Directorsmember of the Board of Directors and held at such time and place, within or without the State of Delaware, as the person calling the special meeting may determine. Reasonable notice thereof Notice of special meetings of the Board of Directors shall be given by to each director at least 24 hours before the person or persons calling date of the meeting.

Appears in 1 contract

Samples: Merger Agreement (Deciphera Pharmaceuticals, Inc.)

Special Meetings. Special Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time or and place within or without the State of Delaware whenever called by the Chairman of the Board, by the President or by any two a majority of the members of the Board of Directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Appears in 1 contract

Samples: Stockholder Agreement (Jazz Semiconductor Inc)

Special Meetings. Special meetings of the Board of Directors Managers may be held at any time or place within or without outside the State of Delaware whenever called by the Chairman of the Board, by the President or by any two Directorsmanagers. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Appears in 1 contract

Samples: Limited Liability Company Agreement (PPL Montana LLC)

Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, any Vice Chairman, the President or any two (2) directors. Such meetings may be held at any time or place either within or without the State of Delaware whenever called by the Chairman of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meetingDelaware.

Appears in 1 contract

Samples: Form 10 K

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman President, any Vice President, the Secretary, or by any member of the Board, by . Notice of a special meeting of the President or by any two Directors. Reasonable notice thereof Board shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting.

Appears in 1 contract

Samples: Investment and Transaction Agreement (Id Systems Inc)

Special Meetings. Special meetings of the Board of Directors may be ---------------- held at any time or place and place, within or without the State of Delaware whenever called Delaware, designated in a call by the Chairman of the Board, by the President Chief Executive Officer, two or more directors, or by any two Directors. Reasonable notice thereof shall be given by one director in the person or persons calling the meetingevent that there is only a single director in office.

Appears in 1 contract

Samples: Stockholder Agreement (Mattson Technology Inc)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place and place, within or without the State of Delaware whenever called Delaware, designated in a call by the Chairman of the Board, President, two or more directors (provided that at least two directors are directors who have been designated by the President different stockholders), or by any two Directors. Reasonable notice thereof shall be given by one director in the person or persons calling the meetingevent that there is only a single director in office.

Appears in 1 contract

Samples: Joint Development Agreement (Nuvera Fuel Cells Inc)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place and place, within or without the State of Delaware whenever called Delaware, designated in a call by the Chairman of the Board, by the President President, two or more directors, or by any two Directors. Reasonable notice thereof shall be given by one director in the person or persons calling the meetingevent that there is only a single director in office.

Appears in 1 contract

Samples: Merger Agreement (Lumera Corp)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the BoardBoard of Directors, if any, by the Vice Chairman of the Board of Directors, if any, by the President or by any two Directorsdirectors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Appears in 1 contract

Samples: Note Purchase Agreement (Angiotech Pharmaceuticals Inc)

Special Meetings. Special Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time or and place within or without the State of Delaware whenever as designated and called by the Chairman Chairperson of the Board, by the President Chief Executive Officer or by any two Directors. Reasonable notice thereof shall be given by a majority of the person or persons calling the meetingdirectors then in office.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Graf Acquisition Corp. IV)

Special Meetings. Special meetings of the Board of Directors may be held at any time time, whenever called by the Chairperson of the Board, if any, the President, a Vice President or a majority of directors then in office, at such place or places within or without the State of Delaware whenever called by as may be stated in the Chairman notice of the Board, by meeting. Notice of the President or by any two Directors. Reasonable notice thereof shall time and place of a special meeting must be given by the person or persons calling such meeting at least 24 hours before the special meeting.

Appears in 1 contract

Samples: Merger Agreement (Locust Walk Acquisition Corp.)

Special Meetings. Special Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time or and place within or without the State of Delaware whenever called by the Chairman Chairperson of the Board, by the President Chief Executive Officer or by any two Directors. Reasonable notice thereof shall be given by a majority of the person or persons calling the meetingtotal number of authorized directors.

Appears in 1 contract

Samples: Plan of Conversion (Auddia Inc.)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman any member of the Board, by the Corporation’s President and CEO, any of its Vice Presidents or by any two Directorsits Secretary. Reasonable notice thereof Notice of a special meeting of the Board shall be given by the person or persons calling the meeting at least twenty-four (24) hours before the special meeting.

Appears in 1 contract

Samples: Merger Agreement (Bowater Inc)

Special Meetings. Special meetings of the Board of Directors may shall be held at any time or place the call of the Chairperson of the Board at such times and places, within or without the State of Delaware whenever Delaware, as he or she shall designate, upon notice to each director in accordance with Section 3.12. Special meetings shall be called by the Chairman Chief Executive Officer or Secretary on like notice at the written request of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meetingdirectors then in office.

Appears in 1 contract

Samples: Merger Agreement (Sprint Nextel Corp)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place and place, within or without the State of Delaware whenever called Delaware, designated in a call by the Chairman of the Board, by President, one-third or more in number of the President Directors, or by any two Directors. Reasonable notice thereof shall be given by one director in the person or persons calling the meetingevent that there is only a single director in office.

Appears in 1 contract

Samples: Annual Report

Special Meetings. Special Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time or and place (if any) within or without the State of Delaware whenever as designated and called by the Chairman Chairperson of the BoardBoard of Directors, by the President Chief Executive Officer or by any two the Board of Directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Appears in 1 contract

Samples: Merger Agreement (Concord Acquisition Corp II)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, by the President Chief Executive Officer or by any two Directorsdirectors. Reasonable notice thereof shall be given by the person or persons calling the meetingmeeting to each of the directors and to any Observers.

Appears in 1 contract

Samples: Restructuring Agreement (Personnel Group of America Inc)

Special Meetings. Special meetings of the Board of Directors may be held at any time or and place within or without the State of Delaware Delaware, whenever called by the Chairman of the Board, by the President Chief Executive Officer or by any two Directors. Reasonable notice thereof shall be given by of the person or persons calling the meetingdirectors.

Appears in 1 contract

Samples: Investment Agreement (Crescent Financial Corp)

Special Meetings. Special Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time or and place within or without the State of Delaware whenever called by the Chairman Chairperson of the Board, by the President Chief Executive Officer, the Secretary or by any at least two Directorsdirectors. Reasonable notice thereof Notice of such special meetings shall be given by the person or persons calling the meetingprovided in accordance with Section 23(d).

Appears in 1 contract

Samples: Business Combination Agreement (McAp Acquisition Corp)

Special Meetings. Special meetings of the Board board of Directors directors may be held called by or at the request of the president or any time director. The person or place persons authorized to call special meetings of the board of directors may fix any place, either within or without the State of Delaware whenever Delaware, as the place for holding any special meeting of the board of directors called by the Chairman of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meetingthem.

Appears in 1 contract

Samples: Merger Agreement (Capital City Energy Group, Inc.)

Special Meetings. Special meetings of the Board of Directors may be held called at any time by the Chairman, the Chief Executive Officer or by any Director. Each special meeting shall be held at such date, time and place either within or without the State of Delaware whenever called by the Chairman of the Board, by the President or by any two Directors. Reasonable notice thereof as shall be given fixed by the person or persons calling the meeting.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Special Meetings. Special meetings of the Board of Directors ----------- ---------------- may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the BoardBoard of Directors, the Chairman of the Executive Committee, or by the President or by any two DirectorsPresident. Reasonable notice thereof shall be given by the person or persons calling the meeting, not later than the second day before the date of the special meeting.

Appears in 1 contract

Samples: By Laws (Dover Downs Gaming & Entertainment Inc)

Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman and the Deputy Chairman. Special meetings of the BoardBoard of Directors may also be held at any time or place within or without the State of Delaware if a majority of the members of the Board of Directors then in office consents thereto in writing, by the President or by any two electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Board of Directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Watson Wyatt Worldwide, Inc.)

Special Meetings. Special meetings of the Board may be called by the Chairperson of Directors the Board, the Chief Executive Officer, the President or a majority of the directors then in office and may be held at any time or place and place, within or without the State of Delaware whenever called by the Chairman of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meetingDelaware.

Appears in 1 contract

Samples: Business Combination Agreement (FTAC Athena Acquisition Corp.)

Special Meetings. Special meetings of the Board of Directors may be held called by the Chairman of the Board or the President, and shall be called by the Secretary at the written request of any two directors. The officer calling special meetings as aforesaid may fix the time or place and designate any place, either within or without the State of Delaware whenever Delaware, for holding any special meeting of the Board of Directors called by the Chairman of the Board, by the President or by any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meetinghim.

Appears in 1 contract

Samples: Stockholders Voting Agreement (Hmi Industries Inc)

Special Meetings. Special meetings of the Board of Directors may shall be held at any time or place the call of the Chairperson of the Board at such times and places, within or without the State of Delaware whenever Delaware, as he or she shall designate, upon notice to each director in accordance with Section 7 of this Article III. Special meetings shall be called by the Chairman of the Board, by the President or by Secretary on like notice at the written request of any two Directors. Reasonable notice thereof shall be given by the person or persons calling the meetingdirectors then in office.

Appears in 1 contract

Samples: Merger Agreement (CF Acquisition Corp. VIII)

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