Meetings of the Securityholders Clause Samples

The 'Meetings of the Securityholders' clause defines the procedures and requirements for convening and conducting meetings among the holders of securities in a company or trust. It typically outlines how meetings are called, the notice period required, quorum thresholds, voting rights, and the manner in which resolutions are passed. For example, it may specify that a certain percentage of securityholders must be present to constitute a quorum, or detail how proxies can be appointed. This clause ensures that securityholders have a clear and organized process for collective decision-making, thereby promoting transparency and orderly governance.
Meetings of the Securityholders. (a) Meetings of the Securityholders of any class or of all classes of Securities may be called at any time by the Chairman of the Board, if any, the President, the Board of Directors or any of the Independent Directors, if any, as provided by this Agreement or the By-laws. A special meeting of Securityholders shall also be called by the Secretary upon the written request, stating the purpose of the meeting, of Securityholders who together own of record a majority of the Securities entitled to vote at such meeting, or, if so provided herein, upon the written request of any Class B Preferred Securityholder entitled to vote in such special meeting. (b) Except to the extent otherwise provided, the following provisions shall apply to meetings of Securityholders: (i) Securityholders may vote in person or by proxy at such meeting. Whenever a vote, consent or approval of Securityholders is permitted or required under this Agreement, such vote, consent or approval may be given at a meeting of Securityholders or by written consent. (ii) Each Securityholder may authorize any Person to act for it by proxy on all matters in which a Securityholder is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Securityholder or its attorney-in-fact. Every proxy shall be revocable at the pleasure of the Securityholder executing it at any time before it is voted. (iii) Each meeting of Securityholders shall be conducted by the Board of Directors or by such other Person that the Board of Directors may designate. (iv) Any required vote of Preferred Securityholders may be given at a separate meeting of such Preferred Securityholders convened for such purpose or at a meeting of Securityholders of the Company or pursuant to written consent. The Board of Directors shall cause a notice of any meeting at which Preferred Securityholders holding Preferred Securities are entitled to vote pursuant to Section 7.04 or of any matter upon which action may be taken by written consent of such Preferred Securityholders, to be given to each Holder of record of such Preferred Securities in the manner set forth in Section 19.09 hereof. Each such notice shall include a statement setting forth the following information: (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which such Preferred Securityholders are enti...
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Meetings of the Securityholders. (a) Meetings of the Securityholders of any class or of all classes of Securities may be called at any time by the Chairman of the Board (if any), the President or the Board of Directors or as provided by this Agreement or the By-Laws. A meeting of holders of Company Preferred Securities or Company Parity Preferred Securities will be called at the request of holders of 25% (based on the aggregate liquidation preference) of the Company Preferred Securities and any Company Parity Preferred Securities. Except to the extent otherwise provided, the following provisions shall apply to meetings of Securityholders. (b) Securityholders may vote in person or by proxy at such meeting. Whenever a vote, consent or approval of Securityholders is permitted or required under this Agreement, such vote, consent or approval may be given at a meeting of Securityholders or by written consent.
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Meetings of the Securityholders. Meetings of the Securityholders of any class or of all classes of Securities may be called at any time by the Board of Directors or as provided by this Agreement or the By-Laws. Except to the extent otherwise provided, the following provisions shall apply to meetings of Securityholders.
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Related to Meetings of the Securityholders

  • Meetings of Preferred Securityholders No annual meeting of Securityholders is required to be held. The Administrative Trustees, however, shall call a meeting of Securityholders to vote on any matter upon the written request of the Preferred Securityholders of record of 25% of the Preferred Securities (based upon their Liquidation Amount) and the Administrative Trustees or the Property Trustee may, at any time in their discretion, call a meeting of Preferred Securityholders to vote on any matters as to which Preferred Securityholders are entitled to vote. Preferred Securityholders of record of 50% of the Preferred Securities (based upon their Liquidation Amount), present in person or by proxy, shall constitute a quorum at any meeting of Securityholders. If a quorum is present at a meeting, an affirmative vote by the Preferred Securityholders of record present, in person or by proxy, holding more than 66-2/3% of the Preferred Securities (based upon their Liquidation Amount) held by the Preferred Securityholders of record present, either in person or by proxy, at such meeting shall constitute the action of the Securityholders, unless this Trust Agreement requires a greater number of affirmative votes.

  • Special Meetings of Stockholders Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with paragraph (a) of Section 2.3 for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 2.11 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 2.11. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 2.11, is delivered to the secretary at the principal executive office of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement, if any, is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The public announcement, if any, of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

  • Meetings of Stockholders (a) Promptly after the date hereof, the Company will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Company Stockholders' Meeting to be held as promptly as practicable, for the purpose of voting upon this Agreement. The Company will consult with Parent and use its commercially reasonable efforts to hold the Company Stockholders' Meeting on the same day as the Parent Stockholders' Meeting. Promptly after the date hereof, Parent will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Parent Stockholders' Meeting to be held as promptly as practicable for the purpose of voting upon the issuance of shares of Parent Common Stock by virtue of the Merger. Parent will consult with the Company and will use its commercially reasonable efforts to hold the Parent Stockholders' Meeting on the same day as the Company Stockholders' Meeting. Subject to Sections 5.2(c) and 5.2(d), Parent and the Company will each use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of their respective stockholders or stockholders required by the rules of Nasdaq or Delaware Law and all other applicable legal requirements to obtain such approvals. (b) Subject to Sections 5.2(c) and 5.2(d): (i) the Board of Directors of the Company shall recommend that the Company's stockholders vote in favor of and adopt this Agreement at the Company Stockholders' Meeting, and the Board of Directors of Parent shall recommend that Parent's stockholders vote in favor of the issuance of shares of Parent Common Stock in the Merger at the Parent Stockholders' Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of the Company has recommended that the Company's stockholders vote in favor of and adopt this Agreement at the Company Stockholders' Meeting, and a statement to the effect that the Board of Directors of Parent has recommended that Parent's stockholders vote in favor of the issuance of shares of Parent Common Stock in the Merger at the Parent Stockholders' Meeting; and (iii) neither the Board of Directors of the Company, the Board of Directors of Parent, nor any committee of either shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendations set forth in subsections 5.2(b)(i) or 5.2(b)(ii). (c) Nothing in this Agreement shall prevent the Board of Directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of the Merger if (i) a Company Superior Offer (as defined below) is made to the Company and is not withdrawn, (ii) neither the Company nor any of its representatives shall have violated any of the restrictions set forth in Section 5.4(a), and (iii) the Board of Directors of the Company concludes in good faith, after consultation with its outside counsel, that, in light of such Company Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is required in order for the Board of Directors of the Company to comply with its fiduciary obligations to the Company's stockholders under applicable law. Nothing contained in this Section 5.2 shall limit the Company's obligation to hold and convene the Company Stockholders' Meeting (regardless of whether the recommendation of the Board of Directors of the Company shall have been withdrawn, amended or modified). For purposes of this Agreement, "COMPANY SUPERIOR OFFER" shall mean an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions: (i) a merger, consolidation, business combination, recapitalization or similar transaction involving the Company, pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the equity interest in the surviving or resulting entity of such transaction; (ii) a sale or other disposition by the Company of all or substantially all of its assets, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company, in each case on terms that the Board of Directors of the Company determines, in its reasonable judgment (after consultation with its financial advisor) to be more favorable to the Company stockholders from a financial point of view than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "COMPANY SUPERIOR OFFER" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely in the judgment of the Company's Board of Directors to be obtained by such third party on a timely basis.

  • MEETINGS OF NOTEHOLDERS 14.1 The provisions of Schedule 5 shall apply to meetings of the Noteholders and shall have effect in the same manner as if set out in this Agreement. 14.2 Without prejudice to subclause 14.1, each of the Paying Agents on the request of any holder of Notes shall issue voting certificates and block voting instructions in accordance with Schedule 5 and shall immediately give notice to the Issuer in writing of any revocation or amendment of a block voting instruction. Each of the Paying Agents will keep a full and complete record of all voting certificates and block voting instructions issued by it and will, not less than 24 hours before the time appointed for holding a meeting or adjourned meeting, deposit at such place as the Agent shall approve, full particulars of all voting certificates and block voting instructions issued by it in respect of the meeting or adjourned meeting.

  • Meetings of Trustees The Financial Trustees and the Community Fund Trustees shall respectively meet at least once every two (2) months or more frequently, as may be required. The conduct of all of their meetings shall be governed by the following rules: (a) a quorum at each meeting of Financial Trustees shall be four (4) Financial Trustees and a quorum at each meeting of Community Fund Trustees shall be three (3) Community Fund Trustees; (b) no Trustee may attend by, or vote by, proxy on any decision of the Trustees; (c) a Trustee may participate in the meeting by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other, and a Trustee participating in such a meeting by those means shall be considered present at the meeting and at the place of the meeting; (d) at the first meeting of the Financial Trustees and at the first meeting of the Community Fund Trustees in any calendar year, the Financial Trustees and the Community Fund Trustees present at their respective meetings shall each appoint one (1) Financial Trustee and one (1) Community Fund Trustee, as the case may be, to chair their respective meetings for that year. The chairperson shall not have any additional rights to vote on any matter, other than his or her right to vote in his or her capacity as a Trustee. If the chairperson is not in attendance at a meeting, the Trustees who are present shall appoint one (1) Trustee present to chair the meeting; (e) the Trustee appointed to chair the meetings in any year, or any three (3) Community Fund Trustees or any four (4) Financial Trustees then holding office, upon written request, as applicable, shall have the right to call additional meetings of the Trustees in that year as shall be deemed necessary; (f) all Trustees shall be given at least fifteen (15) days notice in writing of the place, date and time of every meeting, unless all Trustees agree to shorter notice in writing or waive the required notice in writing; and (g) minutes of the meetings of the Financial Trustees and of the Community Fund Trustees shall be kept in writing and shall be signed by the Trustee appointed as chair upon approval by all of the Financial Trustees or Community Fund Trustees, as the case may be. Those minutes shall also indicate which Trustees were in favour of an intended action and which Trustees opposed that action.