Stockholder Proposals Sample Clauses
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 ▇▇▇▇▇▇ ▇▇▇▇▇▇, 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 ▇▇▇▇ ▇▇▇▇▇▇ Representative and four additional individuals mutually agreed upon by Franklin and ▇▇▇▇ ▇▇▇▇▇▇ from the list of potential nominees set forth on Exhibit A hereto; and provided, further, that the ▇▇▇▇ ▇▇▇▇▇▇ 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. No business may be transacted at an annual meeting of stockholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.9 and on the record date for the determination of stockholders entitled to vote at such annual meeting and who is otherwise entitled to vote at the meeting and (ii) who complies with the notice procedures set forth in this Section 2.9. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. A stockholder's notice shall be timely if delivered to, or mailed to and received by, the Corporation at its principal executive office not less than 75 days nor more than 105 days prior to the anniversary date of the immediately preceding annual meeting (the "Anniversary Date"); PROVIDED, however, that in the event the annual meeting is scheduled to be held on a date that is not within 30 days before or 60 days after the Anniversary Date, a stockholder's notice shall be timely if delivered to, or mailed to and received by, the Corporation at its principal executive office not later than the close of business on the 10th day following the day on which Public Announcement of the date of such annual meeting is first made by the Corporation.
(i) a brief description of the business the stockholder desires to bring before such annual meeting and the reasons for conducting such business at such annual meeting, (ii) the name and address, as they appear on the stock transfer books of the Corporation, of the stockholder proposing such business, (iii) the class and number of shares of the capital stock of the Corporation beneficially owned by the stockholder proposing such business, (iv) the names and addresses of the beneficial owners, if any, of any capital stock of the Corporation registered in such stockholder's name on such books, and the class and number of shares of the capital ...
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. Initiate, propose or otherwise solicit stockholders for the approval of one or more stockholder proposals with respect to any Dart Company or any Dart Acquisition Company, as described in Rule 14a-8 under the Exchange Act.
Stockholder Proposals. Within sixty (60) days of the date hereof, the Board shall take all necessary action, including but not limited to holding a special meeting of stockholders, to present (i) to the Company’s stockholders for a vote a proposal to amend the Company’s certificate of incorporation, the form of which is attached hereto as Exhibit A; (ii) to the Company’s Series A-1 holders of Preferred Stock for a vote a proposal to amend the Certificate of Designations of Series A-1 Convertible Preferred Stock to cause the automatic conversion of Series A-1 Preferred Stock into Common upon the consummation of an equity financing for at least $1,000,000 at any time after the first issuance of Series A-1 Preferred Stock; and (iii) to the Company’s Series B holders of Preferred Stock for a vote a proposal to amend the Certificate of Designations of Series B Convertible Preferred Stock to cause the automatic conversion of Series B Preferred Stock into Common upon the consummation of an equity financing for at least $1,000,000 at any time after the first issuance of Series B Preferred Stock. During such sixty (60) day period, the Company shall not authorize or approve any other amendments to the Company’s certificate of incorporation including the certificates of designations incorporated therein except as contemplated by this Agreement.
Stockholder Proposals. Nominations by stockholders of persons for --------------------- election to the board of directors of the corporation may be made at an annual meeting in compliance with Section 4.13