Common use of Action of the Stockholders Clause in Contracts

Action of the Stockholders. (i) Unless otherwise provided by the rights and preferences of the Shares held by a Stockholder, each Stockholder shall have one vote for each Share held. However, if Shares are designated by percentages, then each Stockholder shall have the number of votes corresponding to his or its percentage interest of voting Shares. Whenever a matter referred to in this Agreement requires approval by resolution of the Stockholders, the Director shall promptly give written notice to all Stockholders entitled to vote of the purpose of the meeting and the action to be taken and the date, time and place of a meeting of the Stockholders to consider and vote upon such action. A Stockholder entitled to vote that holds at least 10% of the outstanding voting Shares may also demand the holding of a meeting of the Stockholders for a purpose provided hereunder by giving written notice to the Company. In such case, the Director shall give written notice of such meeting within ten (10) business days. If the Director fails to timely call such meeting, the demanding Stockholder(s) may call the meeting by providing written notice to the Stockholders as otherwise provided herein. All meetings of Stockholders shall be held on at least ten (10) days’ prior written notice. A quorum of the Stockholders is required to take action at any meeting, which shall constitute the holders of a majority of the Shares entitled to vote at such meeting. Stockholders may participate in meetings by teleconference or by proxy. Stockholders may waive notice before or after a meeting in writing, or by participation at a meeting (other than to object to the holding of a meeting for lack of adequate notice). (ii) The Stockholders may also take action in writing at any time on any matter in lieu of a meeting of the Stockholders. The written approval of the holders of a majority of the outstanding voting Shares of the Company shall constitute action of the Stockholders. The Company shall give prompt written notice of the taking of any action in writing to those Stockholders who did not consent to the action so taken.