A notice provision in a contract specifies the requirements and procedures for delivering formal communications between the parties involved. It ensures that all parties are informed in a timely and consistent manner, often detailing acceptable methods of delivery, addresses, and timeframes for these communications.
The advance notice provision also sets forth certain informational requirements for a stockholder to make director nominations and propose other business, as well as providing for certain procedural mechanics in connection with such nominations and proposals for other business.
1. By adding to the end of Part 14 – Election and Removal of Directors of the Articles, a new section 14.13 – Nomination of Directors, (the "Advance Notice Provision") as set out in Schedule "C" of the Management Information Circular of the Corporation dated June 15, 2020, and such Advance Notice Provision be and is hereby authorized and approved and the Articles, as altered by this resolution, shall be the full form of the Articles accordingly;
2. The Board may in its absolute discretion, without further shareholder approval, amend or modify the Advance Notice Provision to make amendments which are of a typographical, grammatical or clerical nature; or to make amendments necessary as a result of changes in laws applicable to the Corporation;
This section adds an advance notice provision that requires a stockholder to give adequate notice to the Company of any nominations of persons for the election of directors and other business to be brought by such stockholder before stockholders’ meetings. The advance notice provision sets forth certain time periods and informational requirements for a stockholder to make director nominations and propose other business, as well as providing for certain procedural mechanics in connection with such nominations and proposals for other business.
Article II, Section 5 of the bylaws are amended to revise the notice provision for special meetings of the board to require the inclusion of the date on such notice.
This notice provision shall apply in lieu of the notice provision in Section 1102 of the Indenture.
Advance Notice Provision for Proposing Business at Stockholder Meetings. 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 (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting by any stockholder of the Company (i) who is a stockholder of record on the date of the giving of the advance notice provided for in the Bylaws and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the advance notice procedures set forth in the Bylaws.
Section 2.02 of the bylaws was amended to revise the notice provision for a shareholder to nominate a director or bring new business before an annual meeting. As revised, for a nomination or other business to be brought before an annual meeting by a shareholder, notice must be provided to the Company not less than 90 days and not more than 120 prior to the anniversary date of the Company’s proxy material for the prior year’s annual meeting. Previously, the deadline had been no less than 14 days and no more than 50 days preceding the meeting date. Additionally, the information required to be provided in a notice with respect to a nomination for director must also include such information as required by the proxy rules of the SEC. The notice provision in effect prior to this revision to the bylaws shall apply to the 2023 annual meeting.
On December 15, 2022, the Board of Directors of the Company approved an amendment to Section 7 of the Company’s Restated By-Laws, effective immediately, to add an advance notice provision, which establishes timing, information and procedural requirements for shareholders seeking to submit a director nomination at any annual or special meeting of shareholders. At an annual meeting of shareholders, in addition to certain informational requirements, the advance notice provision requires a nominating shareholder to submit advance notice of a director nomination to the Company’s corporate secretary not later than 90 days, nor earlier than 120 days, prior to the anniversary date of the immediately preceding annual meeting of shareholders.
•Limit the number of nominees that a stockholder seeking to nominate persons for election to the Board under the advance notice provision at a particular annual or special meeting of stockholders to not exceed the number of directors to be elected at such meeting.
•With respect to the advance notice provision, include additional requirements regarding the information stockholders must furnish in connection with providing advance notice of stockholder meeting proposals and director nominations, require all candidates for election or re-election to the Board to submit a questionnaire and make certain representations (in each, case, in the forms provided by the Company upon request), and require stockholders submitting proposals or nominations to update and supplement the information provided in the notice both as of the record date for the meeting and the date that is 15 days prior to the date of the meeting (or any adjournment or postponement thereof).
Any notices or other communication required to be provided under the provisions of this Letter Agreement shall be provided in accordance with the notice provision of the License Agreement as amended from time to time.
The Plan amendments also update the notice provision to include electronic methods, which will modernize the provision and increase effectiveness of notice to members and to the Bank.
The Bylaws implement changes to the advance notice provisions of Section 1.03 of Article I to update the procedural and disclosure requirements for director nominations and other business submitted by stockholders, including addressing matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (“Rule 14a-19” or the “universal proxy rules”) and include:
Advance Notice Provision Our Articles include an advance notice provision for the nomination for election of directors (the “Advance Notice Provision”). The Advance Notice Provision provides that any shareholder seeking to nominate a candidate for election as a director (a “Nominating Shareholder”) at any annual meeting of the shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors, must give timely notice in proper written form. In order for a nomination made by a Nominating Shareholder to be timely notice (a “Timely Notice”), 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), no later than the 60th day before the date of the meeting; provided, however, if the first public announcement made by the Company of the date of the meeting (each such date being the “Notice Date”) is less than 50 days before the meeting date, notice by the Nominating Shareholder may be given not later than the close of business on the 20th day following the Notice Date; 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 primary purposes of Amendment 9 are to (a) amend the definitions of Affiliate and Change in Control, (b) amend a notice provision and (c) through ancillary agreements, change definitions related to the Benchmark, including replacing LIBOR with SOFR for interest rate calculations
A Notice Provision is a clause commonly found in legal contracts that outlines the required procedure and details for formally communicating between parties involved. This provision specifies how notices should be given, received, and when they are considered effective. It ensures that all parties are informed of their obligations, rights, or changes in circumstances in an agreed-upon manner.
A Notice Provision should be included in a contract when:
When drafting a Notice Provision, consider including the following elements:
Example:
“Notices shall be deemed to have been duly given: (a) upon delivery, if delivered by hand during regular business hours; (b) one (1) business day after dispatch by a nationally recognized overnight courier; or (c) upon successful transmission, if sent by email or facsimile before 5:00 PM local time of the recipient on a business day, otherwise on the next business day.”
Notice Provisions are typically found in a wide variety of contracts, including but not limited to:
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The "Notices" clause in a contract stipulates the procedures and requirements for delivering formal communications between parties, including acceptable methods, designated addresses, and timelines for receipt. This clause ensures that both parties are informed in a clear and timely manner about any relevant updates, changes, or obligations under the contract.
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