Harley Davidson 2012 Annual Report Download - page 124

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3
such request is received by the Secretary, the Demand Record Date shall be the
10th day after the first day on which a valid written request to set a Demand
Record Date is received by the Secretary. To be valid, such written request
shall set forth the purpose or purposes for which the Special Meeting is to be
held, shall be signed by one or more shareholders of record (or their duly
authorized proxies or other representatives), shall bear the date of signature of
each such shareholder (or proxy or other representative) and shall set forth all
information about each such shareholder and about the beneficial owner or
owners, if any, on whose behalf the request is made that would be required to
be set forth in a shareholder’s notice described in Article IX of the Restated
Articles of Incorporation and the Share Information with respect to such
shareholder.
(c) In order for a shareholder or shareholders to demand a Special Meeting, a
written demand or demands for a Special Meeting by the holders of record as
of the Demand Record Date of shares representing at least 10% of all the votes
entitled to be cast on any issue proposed to be considered at the Special
Meeting, calculated as if the Demand Record Date were the record date for the
Special Meeting, must be delivered to the corporation. To be valid, each
written demand by a shareholder for a Special Meeting shall set forth the
specific purpose or purposes for which the Special Meeting is to be held
(which purpose or purposes shall be limited to the purpose or purposes set
forth in the written request to set a Demand Record Date received by the
corporation pursuant to paragraph (b) of this Section 1.02), shall be signed by
one or more persons who as of the Demand Record Date are shareholders of
record (or their duly authorized proxies or other representatives), shall bear the
date of signature of each such shareholder (or proxy or other representative),
and shall set forth the name and address, as they appear in the corporation’s
books, of each shareholder signing such demand and the Share Information
with respect to each such shareholder, shall be sent to the Secretary by hand or
by certified or registered mail, return receipt requested, and shall be received
by the Secretary within 70 days after the Demand Record Date.
(d) The corporation shall not be required to call a Special Meeting upon
shareholder demand unless, in addition to the documents required by
paragraph (c) of this Section 1.02, the Secretary receives a written agreement
signed by each Soliciting Shareholder (as defined herein), pursuant to which
each Soliciting Shareholder, jointly and severally, agrees to pay the
corporation’s costs of holding the Special Meeting, including the costs of
preparing and mailing proxy materials for the corporation’s own solicitation,
provided that if each of the resolutions introduced by any Soliciting
Shareholder at such meeting is adopted, and each of the individuals nominated
by or on behalf of any Soliciting Shareholder for election as director at such
meeting is elected, then the Soliciting Shareholders shall not be required to pay
such costs. For purposes of Section 1.01 and this paragraph (d), the following
terms shall have the respective meanings set forth below.