Common use of Stockholder Proposals Clause in Contracts

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. If the Merger is not consummated for any reason, No proposal by a stockholder proposals intended to shall be presented for vote at Instron's 2000 Annual Meeting a special or annual meeting of Stockholders must be received by Instron on or before December 16stockholders unless such stockholder shall, 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 fifth day following the day date on which such notice of the scheduled date meeting is first given to stockholders, provide the Board of Directors or the secretary of the Corporation with written notice of intention to present a proposal for action at the forthcoming meeting was mailed or of stockholders, which notice shall include the name and address of such disclosure was madestockholder, whichever first occurs. The the number of voting securities that he holds of record and that he holds beneficially, the text of 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 to the meeting and a statement in support of the proposal. Any stockholder who was a stockholder of record on the applicable record date may make any other proposal at an annual meeting 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 herein above, such proposal shall be laid over for action at an adjourned, special, or annual meeting of the stockholders taking place sixty days or more thereafter. This provision shall not prevent the consideration and approval or disapproval at the Special Meetingannual meeting of reports of officers, directors, and committees, but in connection with such reports, no new business proposed by a stockholder, QUA stockholder, shall be acted upon at such annual meeting unless stated and filed as herein provided. If Notwithstanding any other matters do properly come before provision of these By-Laws, the meeting, Corporation shall be under no obligation to include any stockholder proposal in its proxy statement materials or otherwise present any adjournment such proposal to stockholders at a special or postponement thereof, it is annual meeting of stockholders if the intention Board of Directors reasonably believes the proponents thereof have not complied with Sections 13 or 14 of the persons named Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder; nor shall the Corporation be required to include any stockholder proposal not required to be included in the its proxy materials to vote on stockholders in accordance with any such matters according to their best judgment and in their discretionsection, rule or regulation.

Stockholder Proposals. If At an annual or a special meeting of the Merger is not consummated 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 any reasonaction at the forthcoming meeting of stockholders, stockholder proposals intended 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 Instron's 2000 Annual Meeting of Stockholders must be received by Instron on or before December 16the meeting, 1999 (d) a statement 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 support of the Commission governing proposal, and (e) any material interest of the form and content of proposals stockholder in order to such proposal. 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 reasontimely, a stockholder who wishes to present a proposal at Instronstockholder'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 notice must be delivered to or mailed and received at the principal executive offices of the corporation, not less than 75 60 days nor more than 120 90 days prior to the date of the scheduled annual meeting; provided, however, that in the event that less than 90 days 70 days' notice or prior public disclosure of the scheduled date of the meeting is given or made to stockholders, such written proposal notice by the stockholder to be timely must be so received no not later than the close of business on the 15th fifth (5th) day following the day on which such notice of the scheduled 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, whichever first occurs. The proposal must also comply but unless stated in writing and filed with the other requirements contained in Instron's Amended and Restated By-lawsBoard of Directors or the Secretary prior to the date set forth above, including supporting documentation and other information. Proxies solicited by the Instron Board will confer discretionary voting authority 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 committees; but in connection with such reports, no new business shall be acted upon at such annual meeting unless stated and filed as provided in these proposals, subject Bylaws. Notwithstanding anything in the Bylaws to the Commission's contrary, no business shall be conducted at any annual or special meeting except in accordance with the procedures set forth in this these Bylaws. The chairman of the annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of these Bylaws, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding any other provision of these Bylaws, the corporation shall be under no obligation to include any stockholder proposal in its proxy statement materials or otherwise present any such proposal to stockholders at a special or annual meeting of stockholders if the Board of Directors reasonably believes the proponents thereof have not complied with Sections 13 and 14 of the Securities Exchange Act of 1934, as amended, and the rules governing and regulations promulgated thereunder, and the exercise of this authority. OTHER MATTERS Management knows of no other business corporation shall not be required to include in its proxy statement material to stockholders any stockholder proposal not required to be presented at the Special Meeting. If other matters do properly come before the meetingincluded in its proxy material to stockholders in accordance with such Act, rules, 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 discretionregulations.

Stockholder Proposals. If the Merger is not consummated for any reason, No proposal by a stockholder proposals intended to shall be presented for vote at Instron's 2000 Annual Meeting a special or annual meeting of Stockholders must be received by Instron on or before December 16stockholders unless such stockholder shall, 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 fifth day following the day date on which such notice of the scheduled date meeting is first given to stockholders, provide the Board of Directors or the secretary of the Corporation with written notice of intention to present a proposal for action at the forthcoming meeting was mailed or of stockholders, which notice shall include the name and address of such disclosure was madestockholder, whichever first occurs. The the number of voting securities that he holds of record and that he holds beneficially, the text of 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 to the meeting and a statement in support of the proposal. Any stockholder who was a stockholder of record on the applicable record date may make any other proposal at an annual meeting 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 herein above, such proposal shall be laid over for action at an adjourned, special, or annual meeting of the stockholders taking place sixty days or more thereafter. This provision shall not prevent the consideration and approval or disapproval at the Special Meetingannual meeting of reports of officers, directors, and committees, but in connection with such reports, no new business proposed by a stockholder, qua stockholder, shall be acted upon at such annual meeting unless stated and filed as herein provided. If Notwithstanding any other matters do properly come before provision of these By-Laws, the meeting, Corporation shall be under no obligation to include any stockholder proposal in its proxy statement materials or otherwise present any adjournment such proposal to stockholders at a special or postponement thereof, it is annual meeting of stockholders if the intention Board of Directors reasonably believes the proponents thereof have not complied with Sections 13 or 14 of the persons named Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder; nor shall the Corporation be required to include any stockholder proposal not required to be included in the its proxy materials to vote on stockholders in accordance with any such matters according to their best judgment and in their discretionsection, rule or regulation.

Stockholder Proposals. If At an annual meeting of stockholders of the Merger is not consummated for any reasonCorporation, stockholder only such business shall be conducted, and only such proposals intended to shall be presented at Instron's 2000 Annual Meeting of Stockholders must be received by Instron on or acted upon, as shall have been properly brought before December 16, 1999 in order to be considered for inclusion in Instron's proxy statement and form of proxy for that such annual meeting. These To be properly brought before an annual meeting, business or proposals must also comply (i) be specified in the notice relating to the meeting (or any supplement thereto) given by or at the direction of the Board of Directors in accordance with Section 2.4 hereof or (ii) be properly brought before the meeting by a stockholder of the Corporation who (A) is a stockholder of record at the time of the giving of such stockholder's notice provided for in this Section 2.8, (B) shall be entitled to vote at the annual meeting and (C) complies with the rules requirements of this Section 2.8, and otherwise be proper subjects for stockholder action and be properly introduced at 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, 02021annual meeting. 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 For a proposal to be considered for inclusion properly brought before an annual meeting by a stockholder of the Corporation, in Instronaddition to any other applicable requirements, such stockholder must have given timely advance notice thereof in writing to the Secretary of the Corporation. To be timely, such stockholder'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 notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than 75 days nor more than 120 days prior to the date of the scheduled annual meetingmeeting date, regardless of any postponements, deferrals or adjournments of such annual meeting to a later date; provided, however, that in if the event that scheduled annual meeting date differs from the annual meeting date of the next preceding annual meeting of stockholders of the Corporation by greater than 30 days, and if less than 90 days 100 days' prior notice or prior public disclosure of the scheduled annual meeting date of the meeting is given or made made, notice by such stockholder, to stockholdersbe timely, such written proposal must be so delivered or received no not later than the close of business on the 15th 10th day following the earlier of the day on which the notice of such meeting was mailed to stockholders of the Corporation or the day on which such public disclosure was made. Any such stockholder's notice to the Secretary of the scheduled Corporation shall set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a description of the proposal desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Corporation's books, of such stockholder proposing such business and any other stockholders of the Corporation known by such stockholder to be in favor of such proposal, (iii) the number of shares of each class or series of capital stock of the Corporation Beneficially Owned (as defined below) by such stockholder on the date of such notice and (iv) any material interest of such stockholder in such proposal. A person shall be the "beneficial owner" of any shares of any class or series of capital stock of the Corporation of which such person would be the beneficial owner pursuant to the terms of Rule 13d-3 of the Exchange Act as in effect on the Public Status Date; stock shall be deemed "Beneficially Owned" by the beneficial owner or owners thereof. The Chairman of the Board or, if he is not presiding, the presiding officer of the meeting of stockholders of the Corporation shall determine whether the requirements of this Section 2.8 have been met with respect to any stockholder proposal. If the Chairman of the Board or the presiding officer determines that any stockholder proposal was mailed not made in accordance with the terms of this Section 2.8, he shall so declare at the meeting and any such proposal shall not be acted upon at the meeting. At a special meeting of stockholders of the Corporation, only such business shall be conducted, and only such proposals shall be acted upon, as shall have been properly brought before such special meeting. To be properly brought before such a special meeting, business or such disclosure was madeproposals must (i) be specified in the notice relating to the meeting (or any supplement thereto) given by or at the direction of the Board of Directors in accordance with Section 2.4 hereof or (ii) constitute matters incident to the conduct of the meeting as the Chairman of the Board or the presiding officer of the meeting shall determine to be appropriate. In addition to the foregoing provisions of this Section 2.8, whichever first occurs. The proposal must a stockholder of the Corporation shall also comply with all applicable requirements of the other requirements contained in Instron's Amended Exchange Act and Restated By-laws, including supporting documentation the rules and other information. Proxies solicited by the Instron Board will confer discretionary voting authority regulations thereunder with respect to these proposals, subject to the Commission's rules governing the exercise of matters set forth in 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 discretionSection 2.8.

Stockholder Proposals. If We intend to hold our next annual meeting in 2024. Our stockholders are entitled to present proposals for action at a forthcoming meeting if they comply with the Merger is not consummated requirements of our Certificate of Incorporation, our Bylaws, and the rules established by the SEC. As we expect to hold our next annual meeting on a date more than 30 days from the anniversary date of our prior annual meeting, under Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), if you want us to include a proposal in the proxy materials for any reasonour next annual meeting of stockholders, we must receive the proposal at our executive offices at 0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, XX 00000, no later than a reasonable time before we begin to print and send our proxy materials. Furthermore, pursuant to our Bylaws, a stockholder proposals intended to be presented at Instron's 2000 Annual Meeting proposal of Stockholders business submitted outside of the process established in Rule 14a-8 and nominations of directors must be received by Instron no earlier than the close of business on or before December 16the 120th day prior to the next annual meeting, 1999 in order and not later than the later of close of business on the 90th day prior to be considered for inclusion in Instron's proxy statement the next annual meeting and form the close of proxy for that business on the tenth (10th) day following the first date of public disclosure of the date of the next annual meeting. These All proposals submitted outside of the process established in Rule 14a-8 and nominations of directors must also comply with the rules of the Commission governing the form and content of proposals requirements set forth in order to be included in Instron's proxy statement and form of proxy and our Bylaws. Any proposal or nomination should be directed to: Clerkaddressed to the attention of our Secretary, Instron Corporationand we suggest that it be sent by certified mail, 100 Xxxxxx Xxxxxxreturn receipt requested. Finally, Cantonto comply with the universal proxy rules, Massachusetts, 02021. If the Merger is not consummated for any reason, a stockholder stockholders who wishes intend to present a proposal at Instron's 2000 Annual Meeting solicit proxies in support of Stockholders, director nominees other than a proposal to be considered for inclusion in Instron's proxy statement and form our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than the later 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 60 days prior to the date of the scheduled next annual meeting; provided, however, that in meeting or the event that less than 90 days notice or prior tenth (10th) day following the date of public disclosure announcement 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 next annual 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.