Extract to table

In no event shall a consent given by a stockholder be deemed effective if it is delivered more than 60 days after the earliest dated consent delivered to the corporation

5 of the Certificate of Incorporation sets forth the protective provisions applicable to the preferred stock, including the requirement that the holders of a majority of the outstanding shares of each series of preferred stock (Series A, Series B, Series C, and Series D), voting as separate classes, must approve any Deemed Liquidation Event

11 of the Bylaws further provides that all executed written consents shall be filed with the corporate secretary of the Company and maintained with the minutes of the proceedings of stockholders

The Written Consent provides, in relevant part, that each stockholder executing the Written Consent: (i) approves the Stock Purchase Agreement and the transactions contemplated thereby, including the sale of one hundred percent (100%) of the outstanding capital stock of Veridian to Penterra for an aggregate purchase price of $900,000,000, subject to the adjustments and escrow arrangements described in the SPA; (ii) agrees to sell all shares of capital stock of Veridian held by such stockholder to Penterra, pursuant to and on the terms and conditions set forth in the SPA, and thereby becomes a party to the SPA as a "Selling Stockholder"; (iii) appoints David Ng as Stockholder Representative under the Stockholder Representative Agreement, granting him full power and authority to act on behalf of the Selling Stockholders in connection with all post-closing matters, including the resolution of indemnification claims, purchase price adjustments, and the administration of the escrow and expense fund; (iv) agrees to be bound by the Escrow Agreement with Fidelis National Escrow Corp

Pursuant to DGCL § 228(c), prompt notice of the taking of corporate action by written consent must be given to those stockholders who did not consent in writing

If no record date is fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation