Stockholder Proposals. If the Merger is not consummated for any reason, stockholder proposals intended to be presented at Instron's 2000 Annual Meeting of Stockholders must be received by Instron on or before December 16, 1999 in order to be considered for inclusion in Instron's proxy statement and form of proxy for that meeting. These proposals must also comply with the rules of the Commission governing the form and content of proposals in order to be included in Instron's proxy statement and form of proxy and should be directed to: Clerk, Instron Corporation, 100 Xxxxxx Xxxxxx, Canton, Massachusetts, 02021. If the Merger is not consummated for any reason, a stockholder who wishes to present a proposal at Instron's 2000 Annual Meeting of Stockholders, other than a proposal to be considered for inclusion in Instron's proxy statement and form of proxy as described above, must deliver the proposal to Instron at the address set forth above. Such written proposal must be delivered not less than 75 days nor more than 120 days prior to the date of the scheduled annual meeting; provided, however, that in the event that less than 90 days notice or prior public disclosure of the scheduled date of the meeting is given or made to stockholders, such written proposal must be received no later than the close of business on the 15th day following the day on which such notice of the scheduled date of the meeting was mailed or such disclosure was made, whichever first occurs. The proposal must also comply with the other requirements contained in Instron's Amended and Restated By-laws, including supporting documentation and other information. Proxies solicited by the Instron Board will confer discretionary voting authority with respect to these proposals, subject to the Commission's rules governing the exercise of this authority. OTHER MATTERS Management knows of no other business to be presented at the Special Meeting. If other matters do properly come before the meeting, or any adjournment or postponement thereof, it is the intention of the persons named in the proxy to vote on such matters according to their best judgment and in their discretion.
Stockholder Proposals. Each of the Stockholder Proposals shall have been duly approved by the stockholders of the Company at the Stockholders’ Meeting in accordance with applicable requirements of Law and the certificate of incorporation of the Company unless the Company shall have timely delivered to the Buyers a Subsequent Meeting Notice, in which case the Stockholder Proposals shall have been duly approved by the stockholders of the Company at the Subsequent Stockholders’ Meeting in accordance with applicable requirements of Law and the certificate of incorporation of the Company.
Stockholder Proposals. Proposals regarding matters other than nomination of directors and other than those made by the Board of Directors of the Corporation, must be preceded by notification in writing in fact received by the Secretary of the Corporation not less than twenty (20) days prior to any annual meeting of stockholders. Such notification shall contain the following information as to the proposed action:
(a) a description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting,
(b) the name and address as they appear on the corporation's books of the stockholder proposing such business,
(c) the class and number of shares of the corporation which are beneficially owned by such stockholder, and
(d) any material interest of such stockholder in such business.
Stockholder Proposals. As set forth in more detail in Sections 2.2 and 2.3 below, Franklin shall, by means of the Proxy Statement (as defined below), solicit the necessary approvals as required by applicable law from the holders of Franklin’s outstanding capital stock (the “Requisite Approval”) of each of the following proposed actions (each, a “Stockholder Proposal” and, together, the “Stockholder Proposals”) at the Stockholders’ Meeting (as defined below):
(a) The election of the slate of director nominees recommended by the Board (the “Slate”) to serve as members of the Board until each of their successors is elected and qualified or until each such member’s earlier death, resignation or removal, in accordance with Franklin’s bylaws, as amended; provided, however, that the Slate shall consist of the Xxxx Xxxxxx Representative and four additional individuals mutually agreed upon by Franklin and Xxxx Xxxxxx from the list of potential nominees set forth on Exhibit A hereto; and provided, further, that the Xxxx Xxxxxx Representative shall be nominated in Class III (as defined in the Restated Certificate (as defined below)) of the Board;
(b) The sale by Franklin of all shares of capital stock of Excelsior Radio Networks, Inc. (“Excelsior”) beneficially owned by Franklin;
(c) The issuance by Franklin of capital stock of Franklin and warrants to purchase capital stock of Franklin upon terms that are (i) approved by a majority of the Board consistent with their fiduciary duties; (ii) consistent with prevailing market conditions at the time of such issuance; and (iii) consistent with the plan set forth on Exhibit C hereto under the heading “Capital Raising Transaction”;
(d) The amendment and restatement of Franklin’s certificate of incorporation, as amended, in substantially the form attached hereto as Exhibit B (the “Restated Certificate”), to, among other things: (i) increase the authorized number of shares of Franklin’s common stock, par value $1.00 (the “Common Stock”) from 5,000,000 shares to 50,000,000 shares; (ii) increase the authorized number of shares of Franklin’s Preferred Stock, par value $1.00 per share (the “Preferred Stock”) from 5,000,000 shares to 10,000,000 shares; (iii) provide for the exculpation of director liability to the fullest extent permitted by law; and (iv) provide for the classification of the Board into three classes of directors;
(e) The ratification of the Board’s adoption of a new equity incentive plan for Franklin containing terms to be approved by ...
Stockholder Proposals. Proposals regarding matters other than nomination of directors and other than those made by the Board of Directors of the Corporation, must be preceded by notification in writing in fact received by the Secretary of the Corporation not less than twenty (20) days prior to any annual meeting of stockholders. Such notification shall contain the following information as to the proposed action:
(a) a description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting,
(b) the name and address as they appear on the corporation's books of the stockholder proposing such business,
(c) the class and number of shares of the corporation which are beneficially owned by such stockholder, and
(d) any material interest of such stockholder in such business. The presiding officer of the meeting shall have the authority to determine and declare to the meeting that a matter not preceded by notification made in accordance with the foregoing procedure shall be disregarded.
Stockholder Proposals. At an annual or a special meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual or special meeting business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Chairman of the Board, the President, or the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Chairman of the Board, the President, or the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder. No proposal by a stockholder shall be presented at an annual or a special meeting of stockholders unless such stockholder shall provide the Board of Directors or the Secretary of the corporation with timely written notice of intention to present a proposal for action at the forthcoming meeting of stockholders, which notice shall include (a) the name and address of such stockholder, (b) the number of voting securities he or she holds of record and which he or she holds beneficially, (c) the text of the proposal to be presented at the meeting, (d) a statement in support of the proposal, and (e) any material interest of the stockholder in such proposal. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation, not less than 60 days nor more than 90 days prior to the meeting; provided, however, that in the event that less than 70 days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the fifth (5th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. Any stockholder may make any other proposal at an annual or special meeting of stockholders and the same may be discussed and considered, but unless stated in writing and filed with the Board of Directors or the Secretary prior to the date set forth above, no action with respect to such proposal shall be taken at such meeting and such proposal shall be laid over for action at an adjourned, special, or annual meeting of the stockholders taking place no earlier than 60 days after such meeting. This provision shall not prevent the consideration and approval or disapproval at an annual meeting of reports of officers, directors, and...
Stockholder Proposals. (a) Stockholders shall be entitled to submit proposals to be voted upon by stockholders at an annual meeting of the Corporation provided that they comply with the procedures set forth in this Section 2.13. Only those proposals which satisfy all requirements specified in this Section 2.13 shall be deemed "Qualified Stockholder Proposals."
(b) In order for a proposal to constitute a "Qualified Stockholder Proposal," all of the following requirements must be satisfied:
(1) The proposal must be made for submission at an annual meeting of stockholders;
(2) The proposal must be a proper subject for stockholder action. The Board of Directors shall be entitled to determine that any proposal which the stockholder is not entitled to have included in the Corporation's proxy statement for the annual meeting under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the regulations issued by the Securities and Exchange Commission (which are collectively referred to herein as the "SEC Proxy Rules") is not a proper subject for stockholder action;
(3) The proposal must be made by a stockholder who shall be the record holder on the record date for such annual meeting and at that meeting of shares entitled to be voted for the proposal (a "Proposing Stockholder");
(4) The Proposing Stockholder must deliver a written notice identifying such proposal to the office of the Corporation's Corporate Secretary at the Corporation's principal place of business which provides the information required by these Bylaws which is timely under the standards given in Section 3.5(e)(4) of these Bylaws;
Stockholder Proposals. The Stockholder Proposals will be seeking the approval of the Company’s stockholders to:
Stockholder Proposals. The Stockholder will not submit, directly or indirectly, any stockholder proposal for approval at any meeting of stockholders or by consent of stockholders.
Stockholder Proposals. Any stockholder wishing to bring any other business before a meeting of stockholders, including, but not limited to, the nomination of persons for election as directors, must provide notice to the Corporation not more than ninety (90) and not less than fifty (50) days before the meeting in writing by registered mail, return receipt requested, of the business to be presented by the stockholders at the stockholders’ meeting. Any such notice shall set forth the following as to each matter the stockholder proposes to bring before the meeting: (a) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting and, if such business includes a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment; (b) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business; (c) the class and number of shares of the Corporation that are beneficially owned by such stockholder; (d) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business; and (e) any material interest of the stockholder in such business. Notwithstanding the foregoing provisions of this Section 2.21, a stockholder shall also comply with all applicable requirements of all applicable laws, rules and regulations, including, but not limited to, the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, with respect to the matters set forth in this Section 2.21. In the absence of such notice to the Corporation meeting the above requirements, a stockholder shall not be entitled to present any business at any meeting of stockholders.
