(f) “Final Conversion Date” means 5:00 p.m.STOCKHOLDER PROPOSALS AND COMPANY INFORMATION
Stockholder Proposals and Director Nominations
In accordance with Rule 14a-8 under the Exchange Act and the advance notice provisions of our Bylaws, stockholder proposals and director nominations for the Annual Meeting of Stockholders for the fiscal year ended May 31, 2022 must be received by our Corporate Secretary at our principal executive office on or before May 30, 2022.
In order for proposals submitted outside of Rule 14a-8 to be considered at the Annual Meeting of Stockholders for the fiscal year ended May 31, 2022, shareholder proposals, including shareholder nominations for Director, must comply with the provisions in the Bylaws. The Bylaws provide that stockholders are required to give advance notice to the Company of any business to be brought by a shareholder before an annual stockholders’ meeting. For business to be properly brought before an annual meeting by a stockholder, the stockholder must give timely written notice thereof to the Secretary of the Company at the principal executive offices of the Company, 655 Madison Avenue, Suite 1900, New York, City, New York onYork.
In order to be timely, a shareholder’s notice must be delivered not later than the first Trading Day falling after the date on which, at all times on such date, the outstanding shares of Class 1 Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class 1 Common Stock and Class 2 Common Stock.
(g) “Founder” means any of the following individuals: (i) Brendan Kennedy, (ii) Michael Blue, or (iii) Christian Groh.
(4) Upon the effectiveness of this ThirdAmended and Restated Certificate of Incorporation, and without any further action by any stockholder, each share of Class 2 common stock of the Corporation outstanding immediately90th day prior to the effectivenessfirst anniversary of this Third Amendedthe date of mailing of the notice for the preceding year’s annual meeting of stockholders nor earlier than the 120th day prior to the first anniversary of the preceding year’s annual meeting. Therefore, any shareholder proposals, including nominations for Directors, submitted outside of Rule 14a-8 to be voted on at the Annual Meeting of Stockholders for the fiscal year ended May 31, 2022 must be received by the Company not earlier than July 25, 2022 and Restated Certificatenot later than August 24, 2022. However, in the event that the date of Incorporation shallthe Annual Meeting of Stockholders for the fiscal year ended May 31, 2022 is advanced by more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary date of the Annual Meeting, for notice by the shareholder to be renamedtimely it must be delivered as stated in the Bylaws. Such proposals and shall become one sharenominations must be made in accordance with, and include the information required to be set forth by, the Bylaws. An untimely or incomplete proposal or nomination may be excluded from consideration at the Annual Meeting of Common Stock.Stockholders for the fiscal year ended May 31, 2022.
(h) “IPO” meansYou are also advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.
Annual Report to Stockholders and Form 10-K
A copy of the Company’s first firmly underwritten public offering pursuantAnnual Report to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock Exchange Commission on Form 10-K for the accountfiscal year ended May 31, 2021 is available without charge upon written request to: 655 Madison Avenue, Suite 1900, New York, New York.
Householding of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the Company.
(i) Reserved.
(j) “Permitted Entity” shall mean,delivery requirements for Proxy Materials with respect to two or more stockholders sharing the same address by delivering a Qualified Stockholder, any corporation, partnershipsingle set of Proxy Materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
This year, a number of brokers with account holders who are Tilray stockholders will be “householding” the Company’s proxy materials. A single set of Proxy Materials Report will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or limited liability company in which such Qualified Stockholder directly, or indirectly through one or more Permitted Transferees, owns shares, partnership interests or membership interests, as applicable, with sufficient Voting Control in the in the corporation, partnership or limited liability company, as the case may be, or otherwise has legally enforceable rights, such that the Qualified Stockholder retains sole dispositive power and exclusive Voting Control with respect to all shares of Class 1 Common Stock held of record by such corporation, partnership or limited liability company, as the case may be.
(k) “Permitted Transfer” shall mean, and be restricted to, any Transfer of a share of Class 1 Common Stock:
(i) by a Founder to the trustee of a Permitted Trust of such Founder;
(ii) by the trustee of a Permitted Trust of a Founder to such Founder or the trustee of any other Permitted Trust of such Founder;
(iii) by a Qualified Stockholder to any Permitted Entity of such Qualified Stockholder; or
(iv) by a Permitted Entity of a Qualified Stockholder to such Qualified Stockholder or any other Permitted Entity of such Qualified Stockholder.
(l) “Permitted Transferee” shall mean a transferee of shares of Class 1 Common Stock received in a Transfer that constitutes a Permitted Transfer.
(m) “Permitted Trust” shall mean a bona fide trust for the benefit of a Founder, Family Members of such Founder or a Qualified Charity, in each case so long as such Founder has sole dispositive power and exclusive Voting Control with respect to the shares of Class 1 Common Stock held by such trust.
(n) “Qualified Charity” shall mean a domestic U.S. charitable organization, contributions to which are deductible for federal income, estate, gift and generation skipping transfer tax purposes.
(o) “Qualified Stockholder” shall mean (i) a Founder and (ii) a Permitted Transferee.
(p) “Securities Exchange” means,until you revoke your consent. If, at any time, the registered national securities exchange on which the Company’s Class 2 Common Stock is then principally listedyou no longer wish to participate in “householding” and would prefer to receive a separate Proxy Materials, please notify your broker or traded, which shall be either theTilray. Direct your written request to Tilray, Inc., Corporate Secretary, 655 Madison Avenue, Suite 1900, New York, Stock Exchange or Nasdaq Global Select Market (or similar national quotation systemNew York. Stockholders who currently receive multiple copies of the Nasdaq Stock Market) (“Nasdaq”) or any successor or other exchangeProxy Materials at their addresses and would like to request “householding” of either the New York Stock Exchange or Nasdaq.
(q) “Trading Day” means any day on which the Securities Exchange is open for trading.
(r) “Transfer” of a share of Class 1 Common Stock shall mean any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law, including, without limitation, a transfer of a share of Class 1 Common Stock to a broker or other nominee (regardless of whether theretheir communications should contact their brokers.