Common use of Timely Notice Clause in Contracts

Timely Notice. In order for a nomination made by a Nominating Shareholder to be timely notice (a “Timely Notice”) and therefore properly brought, the Nominating Shareholder’s notice must be received by the corporate secretary of the Company at the principal executive offices or registered office of the Company: (a) in the case of an annual meeting of shareholders (including an annual and special meeting), not later than 5:00 p.m. (Eastern time) on a date that is not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of shareholders (which date shall, for the purposes of the Company’s first annual meeting of shareholders after its Common Shares are first publicly traded, be deemed to have occurred on May 1 of the preceding calendar year); provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 90 days after such anniversary date then to be timely such notice must be received by the Company no earlier than 90 days prior to such annual meeting and no later than the later of 70 days prior to the date of the meeting or the 10th day following the day on which public announcement of the date of the meeting (each such date being the “Notice Date”); provided, further, that in no event shall any adjournment or postponement of any meeting, or the public announcement thereof, commence a new time period (or extend any time period) for the giving of the Nominating Shareholder’s notice as described above; and (b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes the election of directors to the board, not later than the close of business on the 15th day following the Notice Date. The number of nominees a Nominating Shareholder may nominate (or in the case of a shareholder giving the notice on behalf of a beneficial owner, the number of nominees a Nominating Shareholder may nominate on behalf of such beneficial owner) for election shall not exceed the number of directors to be elected at the annual meeting. Notwithstanding anything in the first sentence of the preceding paragraph to the contrary, in the event that the number of directors to be elected to the board is increased by the board and there is no notice or public disclosure by the Company naming all of the nominees for director or specifying the size of the increased board at least 70 days prior to the anniversary date of the immediately preceding annual meeting of shareholders, a shareholder’s notice required by this Article 10.11 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the corporate secretary at the principal executive offices of the Company not later than the 10th day following the day on which such notice or public disclosure of such increase was made by the Company. A Nominating Shareholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is 10 days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the corporate secretary at the principal executive offices of the Company not later than five days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight days prior to the date for the meeting or any adjournment or postponement thereof in the case of the update and supplement required to be made as of 10 days prior to the meeting or any adjournment or postponement thereof. For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Articles shall not limit the Company’s rights with respect to any deficiencies in any notice provided by a shareholder, extend any applicable deadlines under these Articles or enable or be deemed to permit a shareholder who has previously submitted a notice under these Articles to amend or update any proposal or to submit any new proposal, including by changing or adding nominees.

Timely Notice. In order for To be timely, a nomination made by a Nominating Shareholder to be timely notice (a “Timely Notice”) and therefore properly brought, the Nominating ShareholderLimited Partner’s notice Nomination Notice must be delivered to or mailed and received by the corporate secretary Secretary of the Company Partnership at the principal executive offices or registered office of the Company: Partnership not earlier than the opening of business on the one hundred twentieth (a120th) in the case of an annual meeting of shareholders (including an annual day prior to, and special meeting), not later than 5:00 p.m. the close of business on the ninetieth (Eastern time90th) on a date that is not less than 90 days nor more than 120 days day prior to to, the first anniversary of the date on which the Partnership’s proxy statement for the immediately preceding year’s annual meeting of shareholders (which date shall, for the purposes of the Company’s first annual meeting of shareholders after its Common Shares are first publicly traded, be deemed to have occurred on May 1 of the preceding calendar year)Limited Partners was made available; provided, however, that that, with respect to the annual meeting of Limited Partners held in 2017, a Limited Partner’s Nomination Notice must be delivered to or mailed and received by the Secretary of the Partnership at the principal executive offices of the Partnership no later than September 22, 2017, and no earlier than August 23, 2017; provided, further, that, in the event that the date of the annual meeting is advanced called for a date that is more than 30 thirty (30) days prior to such anniversary date earlier or delayed more than 90 sixty (60) days after later than such first anniversary date then date, to be timely such notice the Nomination Notice must be so received by the Company no earlier than 90 days prior to such annual meeting and no later than on the later of 70 days the close of business on the one hundred twentieth (120th) day prior to the date of the such annual meeting of Limited Partners or the 10th tenth (10th) day following the day on which public announcement of the date of such annual meeting is first made by the meeting (each such date being the “Notice Date”); provided, further, that in Partnership. In no event shall any adjournment or postponement of any meeting, an annual meeting or the public announcement thereof, thereof commence a new time period (or extend any time period) for the giving of the Nominating Shareholder’s notice a Nomination Notice as described above; and (b) . For purposes of this Section 15.2, “public announcement” shall mean disclosure in a press release reported by the case of Dow Xxxxx News Services, Associated Press or comparable national news service, or in a special meeting (which is not also an annual meetingdocument publicly filed by the Partnership with the Commission pursuant to Section 13, 14 or 15(d) of shareholders called for any purpose which includes the election of directors to Exchange Act and the boardrules and regulations promulgated thereunder, not later than the close of business or posted on the 15th day following the Notice DatePartnership’s website. The number of nominees a Nominating Shareholder may nominate (or in the case of a shareholder giving the notice on behalf of a beneficial owner, the number of nominees a Nominating Shareholder may nominate on behalf of such beneficial owner) for election shall not exceed the number of directors to be elected at the annual meeting. Notwithstanding anything in the first sentence of the preceding paragraph to the contrary, in the event that the number of directors to be elected to the board is increased by the board and there is no notice or public disclosure by the Company naming all of the nominees for director or specifying the size of the increased board at least 70 days prior to the anniversary date of the immediately preceding annual meeting of shareholders, a shareholder’s notice required by this Article 10.11 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the corporate secretary at the principal executive offices of the Company not later than the 10th day following the day on which such notice or public disclosure of such increase was made by the Company. A Nominating Shareholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is 10 days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the corporate secretary at the principal executive offices of the Company not later than five days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight days prior to the date for the meeting or any adjournment or postponement thereof in the case of the update and supplement required to be made as of 10 days prior to the meeting or any adjournment or postponement thereof. For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Articles shall not limit the Company’s rights with respect to any deficiencies in any notice provided by a shareholder, extend any applicable deadlines under these Articles or enable or be deemed to permit a shareholder who has previously submitted a notice under these Articles to amend or update any proposal or to submit any new proposal, including by changing or adding nominees.101

Timely Notice. In order for To be timely, a nomination made by a Nominating Shareholder to be timely notice (a “Timely Notice”) and therefore properly brought, the Nominating ShareholderLimited Partner’s notice Nomination Notice must be delivered to or mailed and received by the corporate secretary Secretary of the Company Partnership at the principal executive offices or registered office of the Company: Partnership not earlier than the opening of business on the one hundred twentieth (a120th) in the case of an annual meeting of shareholders (including an annual day prior to, and special meeting), not later than 5:00 p.m. the close of business on the ninetieth (Eastern time90th) on a date that is not less than 90 days nor more than 120 days day prior to to, the first anniversary of the date on which the Partnership’s proxy statement for the immediately preceding year’s annual meeting of shareholders (which date shall, for the purposes of the Company’s first annual meeting of shareholders after its Common Shares are first publicly traded, be deemed to have occurred on May 1 of the preceding calendar year)Limited Partners was made available; provided, however, that that, with respect to the annual meeting of Limited Partners held in 2017, a Limited Partner’s Nomination Notice must be delivered to or mailed and received by the Secretary of the Partnership at the principal executive offices of the Partnership no later than September 22, 2017, and no earlier than August 23, 2017; provided, further, that, in the event that the date of the annual meeting is advanced called for a date that is more than 30 thirty (30) days prior to such anniversary date earlier or delayed more than 90 sixty (60) days after later than such first anniversary date then date, to be timely such notice the Nomination Notice must be so received by the Company no earlier than 90 days prior to such annual meeting and no later than on the later of 70 days the close of business on the one hundred twentieth (120th) day prior to the date of the such annual meeting of Limited Partners or the 10th tenth (10th) day following the day on which public announcement of the date of such annual meeting is first made by the meeting (each such date being the “Notice Date”); provided, further, that in Partnership. In no event shall any adjournment or postponement of any meeting, an annual meeting or the public announcement thereof, thereof commence a new time period (or extend any time period) for the giving of the Nominating Shareholder’s notice a Nomination Notice as described above; and (b) . For purposes of this Section 15.2, “public announcement” shall mean 102 857826.02-WILSR01A - MSW disclosure in a press release reported by the case of Dow Xxxxx News Services, Associated Press or comparable national news service, or in a special meeting (which is not also an annual meetingdocument publicly filed by the Partnership with the Commission pursuant to Section 13, 14 or 15(d) of shareholders called for any purpose which includes the election of directors to Exchange Act and the boardrules and regulations promulgated thereunder, not later than the close of business or posted on the 15th day following the Notice Date. The number of nominees a Nominating Shareholder may nominate (or in the case of a shareholder giving the notice on behalf of a beneficial owner, the number of nominees a Nominating Shareholder may nominate on behalf of such beneficial owner) for election shall not exceed the number of directors to be elected at the annual meeting. Notwithstanding anything in the first sentence of the preceding paragraph to the contrary, in the event that the number of directors to be elected to the board is increased by the board and there is no notice or public disclosure by the Company naming all of the nominees for director or specifying the size of the increased board at least 70 days prior to the anniversary date of the immediately preceding annual meeting of shareholders, a shareholderPartnership’s notice required by this Article 10.11 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the corporate secretary at the principal executive offices of the Company not later than the 10th day following the day on which such notice or public disclosure of such increase was made by the Company. A Nominating Shareholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is 10 days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the corporate secretary at the principal executive offices of the Company not later than five days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight days prior to the date for the meeting or any adjournment or postponement thereof in the case of the update and supplement required to be made as of 10 days prior to the meeting or any adjournment or postponement thereof. For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Articles shall not limit the Company’s rights with respect to any deficiencies in any notice provided by a shareholder, extend any applicable deadlines under these Articles or enable or be deemed to permit a shareholder who has previously submitted a notice under these Articles to amend or update any proposal or to submit any new proposal, including by changing or adding nomineeswebsite.

Timely Notice. In order for To be timely, a nomination made by a Nominating Shareholder to be timely notice (a “Timely Notice”) and therefore properly brought, the Nominating ShareholderLimited Partner’s notice Nomination Notice must be delivered to or mailed and received by the corporate secretary Secretary of the Company Partnership at the principal executive offices or registered office of the Company: Partnership not earlier than the opening of business on the one hundred twentieth (a120th) in the case of an annual meeting of shareholders (including an annual day prior to, and special meeting), not later than 5:00 p.m. the close of business on the ninetieth (Eastern time90th) on a date that is not less than 90 days nor more than 120 days day prior to to, the first anniversary of the date on which the Partnership’s proxy statement for the immediately preceding year’s annual meeting of shareholders (which date shall, for the purposes of the Company’s first annual meeting of shareholders after its Common Shares are first publicly traded, be deemed to have occurred on May 1 of the preceding calendar year)Limited Partners was made available; provided, however, that that, with respect to the annual meeting of Limited Partners held in 2017, a Limited Partner’s Nomination Notice must be delivered to or mailed and received by the Secretary of the Partnership at the principal executive offices of the Partnership no later than September 22, 2017, and no earlier than August 23, 2017; provided, further, that, in the event that the date of the annual meeting is advanced called for a date that is more than 30 thirty (30) days prior to such anniversary date earlier or delayed more than 90 sixty (60) days after later than such first anniversary date then date, to be timely such notice the Nomination Notice must be so received by the Company no earlier than 90 days prior to such annual meeting and no later than on the later of 70 days the close of business on the one hundred twentieth (120th) day prior to the date of the such annual meeting of Limited Partners or the 10th tenth (10th) day following the day on which public announcement of the date of such annual meeting is first made by the meeting (each such date being the “Notice Date”); provided, further, that in Partnership. In no event shall any adjournment or postponement of any meeting, an annual meeting or the public announcement thereof, thereof commence a new time period (or extend any time period) for the giving of the Nominating Shareholder’s notice a Nomination Notice as described above; and (b) . For purposes of this Section 15.2, “public announcement” shall mean disclosure in a press release reported by the case of Dow Xxxxx News Services, Associated Press or comparable national news service, or in a special meeting (which is not also an annual meetingdocument publicly filed by the Partnership with the 120 857826.04-WILSR01A - MSW Commission pursuant to Section 13, 14 or 15(d) of shareholders called for any purpose which includes the election of directors to Exchange Act and the boardrules and regulations promulgated thereunder, not later than the close of business or posted on the 15th day following the Notice Date. The number of nominees a Nominating Shareholder may nominate (or in the case of a shareholder giving the notice on behalf of a beneficial owner, the number of nominees a Nominating Shareholder may nominate on behalf of such beneficial owner) for election shall not exceed the number of directors to be elected at the annual meeting. Notwithstanding anything in the first sentence of the preceding paragraph to the contrary, in the event that the number of directors to be elected to the board is increased by the board and there is no notice or public disclosure by the Company naming all of the nominees for director or specifying the size of the increased board at least 70 days prior to the anniversary date of the immediately preceding annual meeting of shareholders, a shareholderPartnership’s notice required by this Article 10.11 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the corporate secretary at the principal executive offices of the Company not later than the 10th day following the day on which such notice or public disclosure of such increase was made by the Company. A Nominating Shareholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is 10 days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the corporate secretary at the principal executive offices of the Company not later than five days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight days prior to the date for the meeting or any adjournment or postponement thereof in the case of the update and supplement required to be made as of 10 days prior to the meeting or any adjournment or postponement thereof. For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Articles shall not limit the Company’s rights with respect to any deficiencies in any notice provided by a shareholder, extend any applicable deadlines under these Articles or enable or be deemed to permit a shareholder who has previously submitted a notice under these Articles to amend or update any proposal or to submit any new proposal, including by changing or adding nomineeswebsite.

Timely Notice. In order for To be timely, a nomination made by a Nominating Shareholder to be timely notice (a “Timely Notice”) and therefore properly brought, the Nominating Shareholderstockholder’s notice required by Section ‎9(a) or Section ‎10(a) must be delivered to or mailed and received by the corporate secretary of the Company Secretary at the principal executive offices or registered office of the Company: (a) in the case of an annual meeting of shareholders (including an annual and special meeting), not later than 5:00 p.m. (Eastern time) on a date that is Company not less than 90 days 120 nor more than 120 150 days prior to the first anniversary of the date on which the Company’s definitive proxy statement was first sent to stockholders in connection with the preceding year’s annual meeting of shareholders stockholders (which date shall, for the purposes of the CompanyCorporation’s first annual meeting of shareholders after its Common Shares are first publicly traded, stockholders in the year of the closing of the transactions contemplated in the Business Combination Agreement be deemed to have occurred on May 1 of the preceding calendar year[●], 202[●]); provided, however, that in the event that if the date of the annual meeting is advanced scheduled for a date more than 30 days prior to such anniversary date or delayed more than 90 60 days after such the anniversary date then of the preceding year’s annual meeting, notice by the stockholder to be timely such notice must be received by so delivered not later than the Company no earlier than 90 days close of business on the later of the 120th day prior to such annual meeting and no later than the later of 70 days prior to the date of the meeting or the 10th day following the day on which public announcement disclosure of the date of the such meeting is first made. In no event will a recess or adjournment of an annual meeting (each such date being the “Notice Date”); provided, further, that in no event shall or any adjournment or postponement announcement of any meeting, such recess or the public announcement thereof, adjournment) commence a new time period (or extend any time period) for the giving of the Nominating Shareholdera stockholder’s notice as described above; and (b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes the election of directors to the board, not later than the close of business on the 15th day following the Notice Date. The number of nominees a Nominating Shareholder may nominate (or in the case of a shareholder giving the notice on behalf of a beneficial owner, the number of nominees a Nominating Shareholder may nominate on behalf of such beneficial owner) for election shall not exceed the number of directors to be elected at the annual meeting. Notwithstanding anything in the first sentence of the preceding paragraph to the contraryforegoing, in the event that the number of directors to be elected to the board Board at the annual meeting is increased by the board Board, and there is no notice or public disclosure announcement by the Company naming all of the nominees for director or specifying the size of the increased board additional directors at least 70 100 days prior to the first anniversary date of the immediately date on which the Company held the preceding year’s annual meeting of shareholdersstockholders, a shareholderstockholder’s notice required by this Article 10.11 shall also pursuant to Section ‎10(a) will be considered timely, but only with respect to nominees for any new positions created by such increasethe additional directorships, if it shall be is delivered to or mailed and received by the corporate secretary Secretary at the principal executive offices of the Company not later than the 10th close of business on the tenth day following the day on which such notice or public disclosure of such increase was announcement is first made by the Company. A Nominating Shareholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is 10 days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the corporate secretary at the principal executive offices of the Company not later than five days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight days prior to the date for the meeting or any adjournment or postponement thereof in the case of the update and supplement required to be made as of 10 days prior to the meeting or any adjournment or postponement thereof. For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Articles shall not limit the Company’s rights with respect to any deficiencies in any notice provided by a shareholder, extend any applicable deadlines under these Articles or enable or be deemed to permit a shareholder who has previously submitted a notice under these Articles to amend or update any proposal or to submit any new proposal, including by changing or adding nominees.

Timely Notice. In order At a meeting of the stockholders, only such nominations of persons for a nomination made the election of directors and such other business shall be conducted as have been properly brought before the meeting. To be properly brought before an annual meeting, nominations or such other business must be: (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or any authorized committee thereof, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors or any authorized committee thereof, or (iii) otherwise properly brought before an annual meeting by a Nominating Shareholder stockholder who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.03 and who is a stockholder of record of the Corporation at the time such notice of meeting is given. In addition, any proposed business must be a proper matter for stockholder action. For business (including, but not limited to, director nominations) to be properly brought before an annual meeting by a stockholder, the stockholder or stockholders of record intending to propose the business (the “Proposing Stockholder”) must have given timely notice (thereof pursuant to this Section 2.03 in writing to the secretary of the Corporation even if such matter is already the subject of any notice to the stockholders or Public Disclosure from the Board of Directors. To be timely, a “Timely Notice”) and therefore properly brought, the Nominating ShareholderProposing Stockholder’s notice must be delivered to or mailed and received by the corporate secretary of the Company at the principal executive offices or registered office of the Company: (a) Corporation in the case of an annual meeting of shareholders (including an annual and special meeting)the stockholders, not later than 5:00 p.m. (Eastern time) on a date that is not less than 90 one hundred twenty (120) calendar days nor or more than 120 150 calendar days prior to the first one-year anniversary of the preceding previous year’s annual meeting of shareholders (which date shall, for the purposes of the Company’s first annual meeting of shareholders after its Common Shares are first publicly traded, be deemed to have occurred on May 1 of the preceding calendar year)stockholders; provided, however, that if no annual meeting was held or deemed to have been held in the event that previous year or the date of the annual meeting is advanced has been changed by more than 30 thirty (30) days prior to such anniversary from the date or delayed more than 90 days after such anniversary date then on which the previous year’s annual meeting was held, notice by the stockholder to be timely such notice must be so received by the Company no earlier than 90 days prior to such annual meeting and no later than the later of 70 days prior to the date of the meeting or the 10th day following the day on which public announcement of the date of the meeting (each such date being the “Notice Date”); provided, further, that in no event shall any adjournment or postponement of any meeting, or the public announcement thereof, commence a new time period (or extend any time period) for the giving of the Nominating Shareholder’s notice as described above; and (b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes the election of directors to the board, not later than the close of business on the 15th day later of one hundred twenty (120) calendar days in advance of such annual meeting or ten (10) calendar days following the Notice Datedate of Public Disclosure of the date of such meeting. The number For purposes of nominees the foregoing, the 2022 annual meeting of stockholders shall be deemed to have been held on June 15. In no event shall the Public Disclosure of an adjournment or postponement of an annual meeting commence a Nominating Shareholder may nominate new notice time period (or in the case of a shareholder giving the extend any notice on behalf of a beneficial owner, the number of nominees a Nominating Shareholder may nominate on behalf of such beneficial owner) for election shall not exceed the number of directors to be elected at the annual meetingtime period). Notwithstanding anything in the first sentence of the preceding paragraph to the contrary, in the event that If the number of directors to be elected to the board Board of Directors at an annual meeting is increased by the board and there is no notice or public disclosure Public Disclosure by the Company Corporation naming all of the nominees for director or specifying the size of the increased board Board of Directors at least 70 ten (10) days prior to the anniversary date last day a stockholder may deliver a notice in accordance with the preceding provisions of the immediately preceding annual meeting of shareholdersthis paragraph, then a shareholderstockholder’s notice required by this Article 10.11 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall is received by the secretary not later than the tenth calendar day following the day on which such Public Disclosure first made by the Corporation. To be considered timely, any notices or other information required to be delivered or submitted pursuant to this Article II must be received by the corporate secretary Corporation before the close of business of the designated day at the principal executive offices of the Company not later than the 10th day following the day on which such notice or public disclosure of such increase was made by the Company. A Nominating Shareholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is 10 days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the corporate secretary at the principal executive offices of the Company not later than five days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight days prior to the date for the meeting or any adjournment or postponement thereof in the case of the update and supplement required to be made as of 10 days prior to the meeting or any adjournment or postponement thereof. For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Articles shall not limit the Company’s rights with respect to any deficiencies in any notice provided by a shareholder, extend any applicable deadlines under these Articles or enable or be deemed to permit a shareholder who has previously submitted a notice under these Articles to amend or update any proposal or to submit any new proposal, including by changing or adding nomineesCorporation.