Extract to table

To enhance enforceability, the exclusive forum provision should include a consent mechanism providing that any person or entity purchasing or otherwise acquiring or holding any interest in shares of the Company's capital stock shall be deemed to have notice of and to have consented to the forum provision

Section 109(a) of the DGCL provides that the power to adopt, amend, or repeal bylaws shall be vested in the stockholders entitled to vote, but that the certificate of incorporation may also confer this power on the board of directors

Notably, written consent by stockholders holding more than 90% of the outstanding voting power has been used to adopt the IPO charter, the equity incentive plan, and the employee stock purchase plan; this mechanism must remain available so long as Pinnacle Vista retains majority control