Common use of Action by Written Consent Clause in Contracts

Action by Written Consent. 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 or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, 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 and shall be delivered to the Corporation by delivery to its registered office in the state of Delaware, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section shall be deemed to be recorded when so delivered. 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 to the Corporation as required by this Section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in the Certificate corporation’s certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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 and shall be delivered to the Corporation corporation by delivery to its registered office in the state of Delaware, or the Corporation’s corporation's principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s corporation's registered office shall be by hand or by certified or registered mail, return receipt requested, requested or by facsimile or e-mail, with confirmation of receiptreputable overnight courier service. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) 60 days of after the earliest dated consent delivered to the Corporation corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. 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. Unless otherwise provided in the Certificate corporation’s certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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 and shall be delivered to the Corporation corporation by delivery to its registered office in the state of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, requested or by facsimile or e-mail, with confirmation of receiptreputable overnight courier service. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) 60 days of after the earliest dated consent delivered to the Corporation corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. 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. 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 Any action which may be taken at any annual or special meeting of such stockholders, stockholders may be taken without a meeting, meeting and without prior notice and without a vote, if a consent or consents in writing, writing setting forth the action so taken and bearing the dates is (i) initiated by holders of signature no less than twenty percent (20%) of the stockholders who signed total votes entitled to be cast by the consent or consentsholders of all the outstanding capital stock of the Corporation entitled to vote generally in an election of directors (the “Voting Stock”), shall be (ii) 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 of the Corporation’s stock entitled to vote thereon were present and voted and shall be (iii) delivered to the Corporation by delivery to its registered office in the state State of Delaware, or the Corporation’s principal place of business, business or an officer or agent the secretary of the Corporation having custody Corporation. Every written consent shall bear the date of signature of each stockholder who signs the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section shall be deemed to be recorded when so delivered. No consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take such action are delivered to the Corporation as required by this Sectiondelivery to the Corporation’s registered office in the State of Delaware, written consents signed by the holders Corporation’s principal place of a sufficient number business or the secretary of shares to take such corporate action are so recordedthe Corporation. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of 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 Corporation. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect Corporation as if taken by the stockholders at a meeting thereofprovided for in this Article EIGHTH.

Action by Written Consent. Unless otherwise provided in the Certificate certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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, writing setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be consents is 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 and shall be is delivered to the Corporation corporation by delivery to its registered office in the state of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, requested or by facsimile or e-mail, with confirmation of receiptreputable overnight courier service. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of after the earliest dated consent delivered to the Corporation corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. 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. Unless otherwise provided in the Certificate of IncorporationDelaware Act, any action required to be taken at any annual or special meeting of stockholders of the CorporationMembers, or any action which may be taken at any annual or special meeting of such stockholdersMembers, 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 and bearing the dates of signature of the stockholders Members who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes Interests that would be necessary to authorize or take such action at a meeting at which all shares Interests entitled to vote thereon were present and voted and shall be delivered to the Corporation LLC by delivery to its registered office in the state State of Delaware, or the Corporation’s LLC's principal place of business, or an officer or agent of the Corporation LLC having custody of the book or books in which proceedings of meetings of the stockholders Members are recorded. Delivery made to the Corporation’s LLC's registered office shall be by hand or by certified or registered mail, return receipt requested; provided, that no consent or consents delivered by facsimile certified or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate any action referred to therein unless, within sixty (60) 60 days of the earliest dated consent delivered to the Corporation LLC as required by this Sectionsection, written consents signed by the holders of a Interests sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders Members who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders Members shall have the same force and effect as if taken by the stockholders Members at a meeting thereof.

Action by Written Consent. Unless otherwise provided in the Certificate certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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 and shall be delivered to the Corporation corporation by delivery to its registered office in the state of DelawareTennessee, or the Corporation’s corporation's principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s corporation's registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 to the Corporation corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporationcorporation. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. If the Act or the certificate of incorporation requires that notice of a proposed action be given to nonvoting shareholders and the action is to be taken by consent of the voting shareholders, then the Corporation shall give its nonvoting shareholders written notice of the proposed action at least ten (10) days before such action is taken. Such notice shall contain or be accompanied by the same material that would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.

Action by Written Consent. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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 and shall be delivered to the Corporation corporation by delivery to its registered office in the state of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requestedrequested provided, however, that no consent or consents delivered by facsimile certified or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 to the Corporation corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in the Certificate corporation’s certificate of Incorporationincorporation, any action required to be taken at any annual regular or special meeting of stockholders of the Corporationcorporation, or any action which may be taken at any annual regular 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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 and shall be delivered to the Corporation corporation by delivery to its registered office in the state of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, by reputable overnight courier service, or by facsimile or e-electronic mail, with confirmation of receipt. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 to the Corporation corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. 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. Unless otherwise provided in the Certificate of IncorporationCertificate, 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 or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consentstaken, 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 and shall be delivered to the Corporation by delivery to its registered office in the state of Delaware, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 to the Corporation as required by this Section, unless written consents signed by the holders of a sufficient number of shares to take such corporate action are delivered to the Corporation in the manner as required by this section within sixty (60) days of the first date on which a written consent is so recordeddelivered to the Corporation. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. 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. Unless otherwise provided in the Certificate certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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 and shall be delivered to the Corporation corporation by delivery to its registered office in the state of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mailmall, return receipt requestedrequested provided, however, that no consent or consents delivered by facsimile certified or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 to the Corporation corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders stockholders, who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in the Certificate Corporation’s certificate of Incorporationincorporation, 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 or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock of the Corporation having not less than a majority of the shares of the Corporation entitled to vote, or, if greater, 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 and shall be delivered to the Corporation by delivery to its registered office in the state of Delaware, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, ; provided that no consent or consents delivered by facsimile certified or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section 11 shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) 60 days of the earliest dated consent delivered to the Corporation as required by this SectionSection 11, written consents signed by the holders of a sufficient number of shares of the Corporation to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. 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 or consents in writingwriting or electronic communication, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, 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 and shall be delivered to the Corporation by delivery to its registered office in the state State of Delaware, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requestedrequested provided, however, that no consent or consents delivered by facsimile certified or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. No written or electronic consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporationwriting. Any action taken pursuant to such written or electronic consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in the Certificate corporation’s certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 consent(s) in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consentsconsent(s), shall be signed by the holders of outstanding shares of stock having not less than a majority of the shares entitled to vote, or, if greater, 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 and shall be delivered to the Corporation corporation by delivery to its registered office in the state of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books book(s) in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, provided, however, that no consent(s) delivered by certified or by facsimile or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent(s) are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 to the Corporation corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporationwriting. Any action taken pursuant to such written consent or consents consent(s) of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. 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. a. Unless otherwise provided in the Certificate of IncorporationIncorporation or by applicable law, any action which, under any provision of the DGCL, is required to or may 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 votemeeting of stockholders, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consentstaken, shall be (i) is signed by the holders of record on the record date (established as provided below in Article X, Section 4) of the 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 voted, and shall be (ii) is delivered to the Corporation by delivery to at its registered office in the state State of Delaware, or the Corporation’s at its principal place of business, business or to an officer or agent of the Corporation having custody of the book or minute books in which proceedings of meetings of the stockholders are recorded. Delivery made . b. The delivery of consents submitted pursuant to the Corporation’s registered office this Section 8 shall be made by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of the signature of each stockholder who signs the consent, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section shall be deemed to be recorded when so delivered. No and no written consent shall be effective for the Corporation to take the corporate action referred to therein unless, within sixty (60) calendar days of the earliest dated valid consent delivered to in the Corporation as required by manner described in this SectionSection 8, written consents signed by the holders of a sufficient number of shares holders to take such action are delivered to the Corporation in the manner described in Section 8(a). Only stockholders of record on the record date shall be entitled to consent to corporate action are so recordedin writing without a meeting. c. Any stockholder of record seeking to have the stockholders give consent to corporate action in writing without a meeting pursuant to this Section 8 shall first request in writing that the Board fix a record date for the purpose of determining the stockholders entitled to give consent to such corporate action, and delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation (the “Consent Record Date Request Notice”). Within ten (10) calendar days after receipt of a Consent Record Date Request Notice from any such stockholder, the Board may adopt a resolution fixing a record date for the purpose of determining the stockholders entitled to give consent to such corporate action, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board (the “Resolution Adoption Date”), and which record date shall not be more than ten (10) calendar days after the Resolution Adoption Date. If no resolution fixing a record date has been adopted by the Board within such ten (10) calendar day period after the date on which a Consent Record Date Request Notice is received, the record date for determining stockholders entitled to give consent to corporate action in writing without a meeting shall be the first date on which a valid signed written consent setting forth the corporate action taken or proposed to be taken is delivered to the Corporation in the manner described in Section 8(a). d. Prompt notice of the taking of the any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of 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 stockholders to take the action were delivered to the Corporation. Any Corporation as provided in Section 8(b). e. Notwithstanding anything in these By-laws to the contrary, no action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if may be taken by the stockholders at by written consent except in accordance with the Certificate of Incorporation and this Section 8. If the Board shall determine that any request to fix a meeting thereofrecord date or to take stockholder action by written consent was not properly made in accordance with the Certificate of Incorporation and this Section 8, or the stockholder or stockholders seeking to take such action do not otherwise comply with the Certificate of Incorporation and this Section 8, then the Board shall not be required to fix a record date and any such purported action by written consent shall be null and void to the fullest extent permitted by applicable law. f. In addition to the requirements of this Section 8 with respect to stockholders seeking to take an action by written consent, each stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall comply with all requirements of applicable law, including all requirements of the Exchange Act, with respect to such action.

Action by Written Consent. Unless otherwise provided in the Certificate certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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 and shall be delivered to the Corporation corporation by delivery to its registered office in the state of Delaware, or the Corporation’s corporation's principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s corporation's registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section shall be deemed to be recorded when so delivered. 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 to the Corporation corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in this Agreement or in the Certificate of IncorporationDelaware Act, any action required to be taken at any annual or special meeting of stockholders of the CorporationMembers, or any action which may be taken at any annual or special meeting of such stockholdersMembers, may be taken without a meeting, without prior notice and without a vote, if a written consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders Members who signed the consent or consentsconsent, shall be is signed by the holders of outstanding stock having not less than the minimum number of votes Interests that would be necessary to authorize or take such action at a meeting at which all shares Interests entitled to vote thereon were present and voted and shall be is delivered to the Corporation IOC by delivery to its registered office in the state State of Delaware, or the Corporation’s IOC's principal place of business, or an officer or agent of the Corporation IOC having custody of the book or books in which proceedings of meetings of the stockholders Members are recorded. Delivery made to the Corporation’s IOC's registered office shall be by hand or by certified or registered mail, return receipt requested; provided, that no consent delivered by certified or by facsimile or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent is actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate any action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation IOC as required by this Sectionsection, a written consents consent signed by the holders of a Interests sufficient number of shares to take such corporate action are so is recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders Members who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders Members shall have the same force and effect as if taken by the stockholders Members at a meeting thereofmeeting.

Action by Written Consent. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, 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 and shall be delivered to the Corporation corporation by delivery to its registered office in the state State of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requestedrequested provided, however, that no consent or consents delivered by facsimile certified or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 to the Corporation corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in the Certificate Corporation’s certificate of Incorporationincorporation, 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 or consents consent(s) in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consentsconsent(s), shall be signed by the holders of outstanding shares of stock having not less than a majority of the shares entitled to vote, or, if greater, 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 and shall be delivered to the Corporation by delivery to its registered office in the state of Delaware, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book or books book(s) in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, provided, however, that no consent(s) delivered by certified or by facsimile or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent(s) are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 to the Corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporationwriting. Any action taken pursuant to such written consent or consents consent(s) of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. 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 or consents in writingwriting or electronic communication, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, 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 and shall be delivered to the Corporation by delivery to its registered office in the state State of Delaware, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requestedrequested provided, however, that no consent or consents delivered by facsimile certified or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. No written or electronic consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporationwriting. Any action taken pursuant to such written or electronic consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in the Certificate corporation’s certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 consent(s) in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consentsconsent(s), shall be signed by the holders of outstanding shares of stock having not less than a majority of the shares entitled to vote, or, if greater, 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 and shall be delivered to the Corporation corporation by delivery to its registered office in the state of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books book(s) in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, provided, however, that no consent(s) delivered by certified or by facsimile or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent(s) are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 to the Corporation corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporationwriting. Any action taken pursuant to such written consent or consents consent(s) of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, 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 and shall be delivered to the Corporation corporation by delivery to its registered office in the state of Delaware, or the Corporation’s corporation's principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s corporation's registered office shall be by hand or by certified or registered mail, return receipt requestedrequested provided, however, that no consent or consents delivered by facsimile certified or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 to the Corporation corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in the At any time after Cellectis beneficially owns less than 50% of our then outstanding common stock, ourBy-laws and our Certificate of Incorporation, Incorporation provide that any action required or permitted to be taken by the stockholders must be effected at any a duly called annual or special meeting of stockholders and may not be effected by any consent in writing in lieu of the Corporation, or any action which may be taken at any annual or special a meeting of such stockholders, subject to the rights of the holders of any series of preferred stock. Prior to such time, such actions may be taken without a meetingmeeting by written consent. Amending Our Certificate of Incorporation and Bylaws. At any time after Cellectis beneficially owns less than 50% of our then outstanding common stock, without prior notice our Certificate of Incorporation and without a vote, if a consent or consents in writing, setting forth By-laws may be amended by the action so taken and bearing the dates affirmative vote of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than at leasttwo-thirds of our common stock. Prior to such time, our Certificate of Incorporation and By-laws may be amended by the minimum number affirmative vote 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 and shall be delivered to the Corporation by delivery to its registered office in the state of Delaware, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section shall be deemed to be recorded when so delivered. 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 to the Corporation as required by this Section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice majority of the taking voting power of our common stock. Exclusive Jurisdiction. Our Certificate of Incorporation provides that, unless we consent to the selection of an alternative forum, the Court of Chancery of the corporate action without a meeting by less than unanimous written consent State of Delaware shall be given the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers, or other employees to those stockholders who have not consented in writing and whous or to our stockholders, if the any action had been taken at asserting a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered claim arising pursuant to the Corporation. Any DGCL, or any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken asserting a claim governed by the stockholders at a meeting thereof.internal affairs doctrine. Notwithstanding the foregoing, because the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce duties or liabilities created by the Exchange Act or the rules and regulations thereunder, the exclusive forum provision does not apply to any action arising under the Exchange Act. Although the exclusive

Action by Written Consent. Unless otherwise provided For so long as the Corporation qualifies as a Controlled Company (as defined in Section 5615(c)(1) of the Certificate Nasdaq Stock Market LLC Rules or Section 303A.00 of Incorporationthe New York Stock Exchange Listed Company Manual, as applicable), any action required or permitted to be taken by the stockholders of the Corporation may be effected by the consent in writing of the holders of outstanding capital stock 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. From and after the date the Corporation ceases to qualify as a Controlled Company, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the CorporationCorporation (and may not be taken by consent of the stockholders in lieu of a meeting). In addition to the foregoing, or any action which may required or permitted to be taken at by the holders of any annual series of Preferred Stock, voting separately as a series or special meeting of separately as a class with one or more other such stockholdersseries, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable Certificate of Designation relating to such series of Preferred Stock, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consentstaken, shall be signed by the holders of outstanding stock shares of the relevant series of Preferred 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 and shall be delivered to the Corporation by delivery to its registered office in the state of Delaware, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days applicable provisions of the earliest dated consent delivered to the Corporation as required by this Section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereofDGCL.

Action by Written Consent. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, 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 and shall be delivered to the Corporation corporation by delivery to its registered office in the state of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requestedrequested provided, however, that no consent or consents delivered by facsimile certified or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 to the Corporation corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in Any action permitted or required by the Act, the Certificate of Incorporation, any action required or this Agreement to be taken at any annual or special a meeting of stockholders of the Corporation, Board or any action which may be taken at any annual or special meeting of such stockholders, committee designated by the Board may be taken without a meeting, without prior notice and without a vote, meeting if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consentsto be taken, shall be is signed by the holders Directors holding voting power of outstanding stock having not less than the minimum number Board or representatives of votes that would such committee, as the case may be necessary sufficient to authorize or take approve such action at if a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the state of Delaware, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book Board or books in which proceedings of meetings of the stockholders are recordedsuch committee were held to approve such action. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section shall be deemed to be recorded when so delivered. No written Such consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation as required by this Section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders a vote at a meeting thereofand may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board or any such committee, as the case may be; provided that unless written notice (including by e-mail) has been provided by the Company or the Chairman to each of the Directors then serving on the Board (to the address, facsimile number and/or e-mail address for each such Director as set forth in the books and records of the Company) at least 12 hours prior to execution of the written consent that the Board intends to submit for approval action by written consent of the Board (with such notice summarizing in reasonable detail the matters to be approved by written consent) or the Directors not executing such consent waive their right to such notice, no written consent of the Board shall be valid until 12 hours after such executed consent has been delivered to the Company, at which point the effectiveness of such consent shall be automatic, and provided that the Company and/or the Chairman gives prompt notice of any such action taken by written consent to the Directors or representatives of such committee who did not execute such written consent (provided that any failure to give such notice shall not affect the validity of any such action by written consent).

Action by Written Consent. Unless otherwise provided in At any time when the Certificate of Incorporation, any permits action required to be taken at any annual by one or special meeting more classes or series of stockholders of the Corporation, or any action which may Corporation to be taken at any annual or special meeting by written consent, the provisions 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 and bearing the dates of signature of the stockholders who signed the consent or consents, this section 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 and shall be delivered to the Corporation by delivery to its registered office in the state of Delaware, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receiptapply. All consents properly delivered in accordance with this Section the Certificate and the DGCL shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) 60 days of the earliest dated first date on which a consent is delivered to the Corporation as required by this Sectionthe DGCL, written consents signed by the holders of a sufficient number of shares holders to take such corporate action are so recordeddelivered to the Corporation in accordance with the applicable provisions of the DGCL. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of 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 CorporationCorporation in accordance with the applicable provisions of the DGCL. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate action without a meeting, when no prior action by the Board is required by the DGCL, shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with the applicable provisions of the DGCL. If no record date has been fixed by the Board and prior action by the Board is required by the DGCL, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

Action by Written Consent. Unless otherwise provided in the Certificate certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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 and shall be delivered to the Corporation corporation by delivery to its registered office in the state of Delaware, or the Corporation’s corporation's principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s corporation's registered office shall be by hand or by certified or registered mail, return receipt requestedrequested provided, however, that no consent or consents delivered by facsimile certified or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 to the Corporation corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in the Certificate certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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, writing setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be consents is 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 and shall be is delivered to the Corporation corporation by delivery to its registered office in the state of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, requested or by facsimile or e-mail, with confirmation of receiptreputable overnight courier service. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of after the earliest dated consent delivered to the Corporation corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and whowriting, if the action had been taken at a meeting, would have been entitled to notice in accordance with Section 228(e) of the meeting if General Corporation Law of the record date for such meeting had been the date that written consents signed by a sufficient number State of holders Delaware (as amended from time to take the action were delivered to the Corporationtime). Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. 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. Unless otherwise provided in the Certificate corporation’s certificate of Incorporationformation, any action required to be taken at any annual regular or special meeting of stockholders of the Corporationcorporation, or any action which may be taken at any annual regular 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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 and shall be delivered to the Corporation corporation by delivery to its registered office in the state of DelawareTexas, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, by reputable overnight courier service, or by facsimile or e-electronic mail, with confirmation of receipt. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 to the Corporation corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. 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. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted 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 or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consentstaken, 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 and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings 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. 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 days of the earliest dated consent delivered in the manner required by this Section 10 to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in the state of Delaware, or the Corporation’s its principal place of business, or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section shall be deemed to be recorded when so delivered. 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 to the Corporation as required by this Section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect Corporation as if taken by the stockholders at a meeting thereofprovided above in this section.

Action by Written Consent. Unless otherwise provided in the Certificate certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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 and shall be delivered to the Corporation corporation by delivery to its registered office in the state of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, requested or by facsimile or e-mail, with confirmation of receiptreputable overnight courier service. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) 60 days of after the earliest dated consent delivered to the Corporation corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. 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. Unless (a) Except as otherwise provided in for or fixed pursuant to the Certificate of IncorporationIncorporation (including any Preferred Stock Designation) or until such time as the Corporation is no longer a “Controlled Company” pursuant to Nasdaq Listing Rule 5615(c)(1), any action required or permitted 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, Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writingconsents, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consentstaken, shall be are signed by the holders of the 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 and shall voted. To be effective, such a consent must be delivered to the Corporation by delivery to its registered office in the state of Delaware, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section 228(d) of the DGCL; provided, however, that the Corporation has not designated, and shall be deemed to be recorded when so deliverednot designate, any information processing system for receiving such consents. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days unless consents signed by a sufficient number of the earliest dated consent holders to take action are delivered to the Corporation as required by in accordance with this Section‎Section 2.11 within 60 days of the first date on which a consent is so delivered to the Corporation. Any person executing a consent may provide, written consents signed by whether through instruction to an agent or otherwise, that such a consent shall be effective at a future time (including a time determined upon the holders happening of a sufficient number an event), no later than 60 days after such instruction is given or such provision is made, if evidence of shares such instruction or provision is provided to take the Corporation. Unless otherwise provided, any such corporate action are so recorded. consent shall be revocable prior to its becoming effective. (b) 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 and who, if the action had been taken at a meeting, would have been entitled to notice of 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 stockholders to take the action were delivered to the Corporation. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereofCorporation in accordance with this ‎Section 2.11.

Action by Written Consent. (a) Unless otherwise provided in the Certificate of IncorporationIncorporation or by applicable law, any action which, under any provision of the Delaware General Corporation Law (the “DGCL”), is required to or may 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 votemeeting of stockholders, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consentstaken, shall be (i) is signed by the holders of record on the record date (established as provided below in Section 10.5 hereof or Section 2.8(c) hereof) of the 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 voted, and shall be (ii) is delivered to the Corporation by delivery to at its registered office in the state State of Delaware, or the Corporation’s at its principal place of business, business or to an officer or agent of the Corporation having custody of the book or minute books in which proceedings of meetings of the stockholders are recorded. Delivery made . (b) The delivery of consents submitted pursuant to the Corporation’s registered office this Section 2.8 shall be made by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of the signature of each stockholder who signs the consent, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section shall be deemed to be recorded when so delivered. No and no written consent shall be effective for the Corporation to take the corporate action referred to therein unless, within sixty (60) calendar days of the earliest dated valid consent delivered to in the Corporation as required by manner described in this SectionSection 2.8, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the such action were are delivered to the CorporationCorporation in the manner described in Section 2.8(a) hereof. Only stockholders of record on the record date shall be entitled to consent to corporate action in writing without a meeting. (c) Any stockholder of record seeking to have the stockholders give consent to corporate action in writing without a meeting pursuant to this Section 2.8 shall first request in writing that the Board fix a record date for the purpose of determining the stockholders entitled to give consent to such corporate action, and have such written request delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation (the “Consent Record Date Request Notice”). Within ten (10) calendar days after receipt of a Consent Record Date Request Notice from any such stockholder, the Board may adopt a resolution fixing a record date for the purpose of determining the stockholders entitled to give consent to such corporate action, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board (the “Resolution Adoption Date”), and which record date shall not be more than ten (10) calendar days after the Resolution Adoption Date. If no resolution fixing a record date has been adopted by the Board within such ten (10) calendar day period after the date on which a Consent Record Date Request Notice is received, the record date for determining stockholders entitled to give consent to corporate action in writing without a meeting shall be the first date on which a valid signed written consent setting forth the corporate action taken pursuant or proposed to such written consent or consents of be taken is delivered to the stockholders shall have Corporation in the same force and effect as if taken by the stockholders at a meeting thereofmanner described in Section 2.8(a) hereof.

Action by Written Consent. Unless otherwise provided in the Certificate certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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 and shall be delivered to the Corporation corporation by delivery to its registered office in the state of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requested; provided, however, that no consent or consents delivered by facsimile certified or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section 11 shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) 60 days of the earliest dated consent delivered to the Corporation corporation as required by this SectionSection 11, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in the Certificate of Incorporationthis Agreement, any action required to be taken at any annual or special meeting of stockholders of the CorporationMembers, or any action which may be taken at any annual or special meeting of such stockholdersMembers, in each case other than elections of Managers pursuant to Section 6.1(a) and other than Distributions by the Company pursuant to Article V, 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 and bearing the dates of signature of the stockholders Members who signed the consent or consents, shall be signed by the holders of outstanding stock Voting Units 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 Voting Units entitled to vote thereon were present and voted and shall be delivered to the Corporation Company by delivery to its registered office in the state of Delaware, or the CorporationCompany’s principal place of business, or an officer or agent of the Corporation Company having custody of the book or books in which proceedings of meetings of the stockholders Members are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section 3.7(k) shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) 60 days of the earliest dated consent delivered to the Corporation Company as required by this SectionSection 3.7(k), written consents signed by the holders of a sufficient number of shares Units to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders Members who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by the holders of a sufficient number of holders Voting Units to take the action were delivered to the CorporationCompany. Any action taken pursuant to such written consent or consents of the stockholders Members holding Voting Units shall have the same force and effect as if taken by the stockholders Members at a meeting thereof.