Common use of Consent of Stockholders in Lieu of Meeting Clause in Contracts

Consent of Stockholders in Lieu of Meeting. At any time when the Sellers and their Permitted Transferees beneficially own, in the aggregate, 40% or more of the voting power of the stock of the Corporation entitled to vote generally in the election of directors, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation 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, 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 books in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand, or by certified or registered mail, return receipt requested. At any time when the Sellers and their Permitted Transferees beneficially own, in the aggregate, less than 40% of the voting power of the stock of the Corporation entitled to vote generally in the election of directors, 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 such holders and may not be effected by any consent in writing by such holders; provided, however, that any action required or permitted to be taken by the holders of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, 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.

Consent of Stockholders in Lieu of Meeting. At any time when the Sellers and their Permitted Transferees beneficially own, in the aggregate, 40% or more shares of the voting power of the stock of the Corporation entitled to vote generally in the election of directorsClass E Common Stock remain outstanding, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation 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, 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 accordance with the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand, or by certified or registered mail, return receipt requestedBylaws and applicable law. At any time when the Sellers and their Permitted Transferees beneficially own, in the aggregate, less than 40% there are not any shares of the voting power of the stock of the Corporation entitled to vote generally in the election of directorsClass E Common outstanding, 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 such holders and may not be effected by any consent in writing by such holders; provided. Notwithstanding the foregoing, however, that any action required or permitted to be taken by the holders of Preferred Stock or any class of Common Stock, voting separately as a class or series or separately as a class with one or more other such seriesseries or classes, 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 or in this Certificate of Incorporation with respect to such class of Common Stock.

Consent of Stockholders in Lieu of Meeting. At Subject to the rights of the holders of any series of Preferred Stock and the last sentence of this Part A of Article VII, at any time when the Sellers and their Permitted Transferees holders of Class B Common Stock beneficially own, in the aggregate, 40% or more at least thirty percent (30%) of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directorsCorporation, any action required or permitted to be taken at any annual or special meeting of by the stockholders of the Corporation may be taken without a meeting, without prior notice notice, and without a vote, if a consent or consents in writingconsents, setting forth the action so taken, shall be are (i) signed by the holders of the then-outstanding shares of the relevant class(es) or series of stock having of the Corporation representing 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 stock of the Corporation then issued and outstanding (other than treasury stock) entitled to vote thereon were present and voted voted, and shall be (ii) delivered to the Corporation in accordance with applicable law; provided, however, that when stockholders seek to take action by consent in accordance with this Part A of Article VII, such stockholders shall give the Corporation written notice, setting forth in reasonable detail the action proposed to be taken, not less than ten (10) business days prior to the delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the consents taking such action to the Corporation having custody in accordance with the DGCL. Subject to the rights of the books in which proceedings holders of meetings any series of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by handPreferred Stock, or by certified or registered mail, return receipt requested. At at any time when the Sellers and their Permitted Transferees holders of Class B Common Stock beneficially own, in the aggregate, less than 40% thirty percent (30%) of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directorsCorporation, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called an annual or special meeting of such holders the stockholders of the Corporation, and may shall not be effected by any consent in writing by such holders; provided, however, that any action required or permitted to be taken by the holders consent in lieu of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, 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.

Consent of Stockholders in Lieu of Meeting. At any time when the Sellers Qualified Stockholders and their Permitted Transferees beneficially own, in the aggregate, 40more than 66.666% or more of the voting power of the stock of the Corporation entitled to vote generally in the election of directorsdirectors (other than the Class A Director (as defined below) or any other director who is elected by a particular class or series of stock of the Corporation), any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation 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, 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 accordance with the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand, or by certified or registered mail, return receipt requestedBylaws and applicable law. At any time when the Sellers Qualified Stockholders and their Permitted Transferees beneficially own, in the aggregate, 66.666% or less than 40% of the voting power of the stock of the Corporation entitled to vote generally in the election of directors, directors 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 such holders and may not be effected by any consent in writing by such holders; provided. Notwithstanding the foregoing, however, that any action required or permitted to be taken by the holders of Preferred Stock, voting separately as a class or series or separately as a class with one or more other such seriesseries or classes, 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.