Common use of Action by Written Consent of Stockholders Clause in Contracts

Action by Written Consent of Stockholders. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted; provided, however, that action by written consent to elect directors, if less than unanimous, shall be in lieu of holding an annual meeting only if all the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this SECTION 2.09, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. For the purposes of this SECTION 2.09 to the extent permitted by law, an electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated as of the date on which such writing or other electronic transmission is transmitted, and any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Action by Written Consent of Stockholders. Unless otherwise provided in restricted by the Certificate certificate of Incorporationincorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted; providedvoted and shall be delivered to the corporation by delivery to its registered office in the State of Delaware, howeverits principal place of business, that or an officer or agent of the corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. An electronic transmission consenting to action to be taken transmitted by written consent a stockholder, a proxyholder or by a person authorized to elect directors, if less than unanimousact by such stockholder, shall be in lieu deemed to be written and signed for the purposes of holding an annual meeting only this Section if all the directorships electronic transmission sets forth or is delivered with information from which the corporation can determine that the electronic transmission was transmitted by the stockholder, the proxyholder or by a person authorized to which directors could be elected at an annual meeting held at act for the effective time of such action are vacant stockholder and are filled by such action. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written on which such electronic transmission was transmitted. Any such consent given by electronic transmission shall be effective to take deemed delivered as provided by the corporate action referred to therein unless, within sixty (60) days General Corporation Law of the earliest dated consent delivered in State of Delaware (the manner required by this SECTION 2.09, written consents signed by a sufficient number of holders to take action are delivered to the “General Corporation as aforesaidLaw”). Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall shall, to the extent required by law, be given to those stockholders who have not consented in writing. For writing and who, if the purposes action had been taken at a meeting, would have been entitled to notice of this SECTION 2.09 the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the extent permitted by law, an electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated as of the date on which such writing or other electronic transmission is transmitted, and any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writingcorporation.

Action by Written Consent of Stockholders. Unless otherwise provided Prior to execution of this Agreement, Target shall prepare and deliver to its stockholders holding a majority of the voting capital stock of Target and two-thirds of the Class A Preferred Stock of Target an Action by Written Consent in the form set forth on Exhibit H (the "Written Consent") or such other form acceptable to Acquiror for the purposes of voting upon the adoption of Merger, this Agreement, the Certificate of IncorporationMerger and the transactions contemplated hereby and thereby and taking certain other actions. Simultaneously with execution of this Agreement, any action required the stockholders holding the requisite number of shares of voting stock of Target to be taken at any annual or special meeting of stockholders of approve the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice Merger shall deliver to Acquiror duly executed Written Consents. To the extent that Written Consents in the form as set forth on Exhibit H are not executed and without a vote, if a consent in writing, setting forth the action so taken, shall be signed delivered by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted; provided, however, that action by written consent to elect directors, if less than unanimous, shall be in lieu of holding an annual meeting only if all the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days Class A Preferred Stock of the earliest dated consent delivered in the manner required by this SECTION 2.09, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. For the purposes of this SECTION 2.09 to the extent permitted by law, an electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated Target as of the date on which signing of this Agreement, such writing or other electronic transmission is transmitted, Written Consents shall be provided as soon as possible after signing and in any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any event prior to Closing and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction condition to Acquiror and Merger Sub's obligations to consummate the Merger. Target shall take all other action necessary or advisable to secure the vote or consent of stockholders required under Delaware law and its Certificate of Incorporation and Bylaws to effect the Merger. Within ten (10) days after obtaining stockholder consent for the Merger and in any event no later than twenty-five (25) days prior to the Closing Date, the Target shall distribute to all stockholders of Target written notice of approval of the entire original writingMerger and information about stockholder appraisal rights in accordance with Section 262 of the Delaware General Corporation Law. Target shall promptly notify Acquiror in writing if any Target stockholder demands appraisal rights pursuant to Section 262 of the Delaware General Corporation Law. Target shall upon request of Acquiror send to Target stockholders demanding appraisal rights any subsequent notices required pursuant Section 262 of the Delaware General Corporation Law or which Acquiror deems advisable. Target hereby represents and warrants that the Written Consent complies with all requirements of Delaware corporate law and that Target is not required to provide any additional information or take any other action in order to secure the consent of Target stockholders for the Merger in accordance with Delaware law and its Certificate of Incorporation and Bylaws.

Action by Written Consent of Stockholders. Unless otherwise provided in the Certificate of Incorporation, any (a) Any action required or permitted to be taken at any an annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, (i) shall be signed by the holders of record on the record date of outstanding stock shares of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted; provided, however, that action by written consent to elect directors, if less than unanimous, (ii) shall be in lieu of holding an annual meeting only if all delivered to the directorships to which directors could be elected at an annual meeting held Secretary at the effective time principal executive offices of such action are vacant and are filled by such actionthe Corporation or otherwise delivered to the Corporation in accordance with applicable law. Every written consent shall bear the date of the signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated valid consent delivered in the manner required by described in this SECTION 2.09Article II, Section 11, written consents signed by a sufficient number the requisite percentage of holders stockholders entitled to take action exercise such consent are delivered to the Corporation in the manner described in this Article II, Section 11. Only stockholders of record on the record date shall be entitled to consent to corporate action in writing without a meeting. (b) As promptly as aforesaid. Prompt practicable after any written consents of stockholders of the Corporation are received by the Corporation, the Secretary shall review and, if the Secretary has determined that the Corporation has received a consent or consents in writing signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action described in such consents, certify the results. (c) The Corporation shall give prompt written notice to the stockholders of the Corporation of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. For the purposes of this SECTION 2.09 to the extent permitted by law, an electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated as of the date on which such writing or other electronic transmission is transmitted, and any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writingconsent.

Action by Written Consent of Stockholders. Unless otherwise provided in restricted by the Certificate certificate of Incorporationincorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted; providedvoted and shall be delivered to the corporation by delivery to its registered office in the State of Delaware, howeverits principal place of business, that or an officer or agent of the corporation having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. An electronic transmission consenting to action to be taken transmitted by written consent a stockholder, a proxyholder or by a person authorized to elect directors, if less than unanimousact by such stockholder, shall be in lieu deemed to be written and signed for the purposes of holding an annual meeting only this Section if all the directorships electronic transmission sets forth or is delivered with information from which the corporation can determine that the electronic transmission was transmitted by the stockholder, the proxyholder or by a person authorized to which directors could be elected at an annual meeting held at act for the effective time of such action are vacant stockholder and are filled by such action. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written on which such electronic transmission was transmitted. Any such consent given by electronic transmission shall be effective to take deemed delivered as provided by the corporate action referred to therein unless, within sixty (60) days General Corporation Law of the earliest dated consent delivered in State of Delaware (the manner required by this SECTION 2.09, written consents signed by a sufficient number of holders to take action are delivered to the “General Corporation as aforesaidLaw”). Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall shall, to the extent required by law, be given to those stockholders who have not consented in writing. For writing and who, if the purposes action had been taken at a meeting, would have been entitled to notice of this SECTION 2.09 the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the extent permitted by law, an electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated as of the date on which such writing or other electronic transmission is transmitted, and any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writingcorporation.