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Contract analysis / form-stockholder-written-consent.docx
form-stockholder-written-consent.docx
High · 0
Medium · 2
Standard · 0
1. Effectiveness of Consent
Medium
⚑ Notice / time limit to track
1. Effectiveness of Consent This Written Consent shall be effective as of the date and time on which it is signed by stockholders holding shares of common stock of the Company sufficient to satisfy the Stockholder Approval requirement under the DGCL and the Company's Certificate of Incorporation and Bylaws (i.e., holders of a majority of the outstanding shares of common stock of the Company entitled to vote thereon,
2. Filing with Corporate Records
2. Filing with Corporate Records The Secretary or any Assistant Secretary of the Company is hereby authorized and directed to file this Written Consent, together with all counterparts and signature pages hereto, with the minutes of proceedings of the stockholders of the Company maintained at the principal office of the Company or at such other location as corporate records are maintained, in accordance with Section 2
3. Counterparts. This Written Consent may be executed in any number of counterparts, each
3. Counterparts. This Written Consent may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Written Consent by electronic mail (including in .pdf, .tif, or similar format) or by any other electronic means intended to preserve the original graphic and pictorial appearan
4. Revocability. [Note: Under Delaware law, a written consent is revocable prior to the t
4. Revocability. [Note: Under Delaware law, a written consent is revocable prior to the time that written consents sufficient to authorize the action are delivered to the corporation. Once written consents signed by the requisite number of stockholders have been delivered to the corporation in accordance with Section 228 of the DGCL, the corporate action specified therein becomes effective and the consents become irr
5. No Meeting Required
Medium
⚑ Notice / time limit to track
5. No Meeting Required The undersigned stockholders are acting by written consent in lieu of a special meeting of the stockholders of the Company in accordance with Section 228 of the DGCL. No prior notice of a meeting was required to be given, and no meeting of the stockholders of the Company was held, in connection with the adoption of the resolutions set forth herein. The undersigned stockholders acknowledge that