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

Consent of Stockholders in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of the Class A Holders 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 book in which minutes of proceedings 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 unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner provided by the previous sentence, written consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner provided by the previous sentence. 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

Consent of Stockholders in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of the Class A Holders 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, 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 voted. The consent or consents shall be delivered to the Corporation by delivery to its registered office in the State of Delawareoffice, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes proceedings of proceedings meetings of stockholders are recorded. Delivery made to the Corporation's ’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 (60) days of the earliest dated consent delivered to the Corporation in the manner provided required by law, to the previous sentenceCorporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner provided by the previous sentenceindicated above. 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 notnot consented in writing.

Consent of Stockholders in Lieu of Meeting. Unless otherwise restricted by the Certificate articles of Incorporationincorporation, any action required or permitted to be taken at any annual or special meeting of the Class A Holders 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, 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 voted. The consent or consents shall be delivered to the Corporation by delivery to its registered office in the State of Delawareoffice, its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes proceedings of proceedings 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 (60) days of the earliest dated consent delivered to the Corporation in the manner provided required by law, to the previous sentenceCorporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation corporation in the manner provided by the previous sentenceindicated above. 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 notnot consented in writing.

Consent of Stockholders in Lieu of Meeting. Unless otherwise restricted To the fullest extent permitted by law, whenever the Certificate vote of Incorporation, any action stockholders at a meeting thereof is required or permitted to be taken at for or in connection with any annual or special meeting of the Class A Holders corporate action, such action may be taken without a meeting, without prior notice and without a votevote of stockholders, 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 (but not less than the minimum number of votes otherwise prescribed by law) 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 minutes proceedings of proceedings 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 (60) days of the earliest dated consent delivered to the Corporation in the manner provided required by law to the previous sentenceCorporation, 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 manner provided by the previous sentence. Prompt notice State of Delaware, its principal place of business, or an officer or agent of the taking Corporation having custody of the corporate action without a meeting by less than unanimous written consent book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be given to those stockholders who have notby hand or by certified or registered mail, return receipt requested.

Consent of Stockholders in Lieu of Meeting. Unless otherwise restricted To the fullest extent permitted by law, whenever the Certificate vote of Incorporation, any action stockholders at a meeting thereof is required or permitted to be taken at for or in connection with any annual or special meeting of the Class A Holders corporate action, such action may be taken without a meeting, without prior notice and without a votevote of stockholders, 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 book in which minutes proceedings of proceedings 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 or member who signs the consent and 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 in the manner provided required by law to the previous sentenceCorporation, written consents signed by a sufficient number of holders or members to take action are delivered to the Corporation by delivery to its registered office in the manner provided by the previous sentence. Prompt notice State of Delaware, its principal place of business, or an officer or agent of the taking Corporation having custody of the corporate action without a meeting by less than unanimous written consent book in which proceedings of meetings of stockholders or members are recorded. Delivery made to the Corporation's registered office shall be given to those stockholders who have notby hand or by certified or registered mail, return receipt requested. [Section 228(a), (c)]

Consent of Stockholders in Lieu of Meeting. Unless otherwise restricted provided in the certificate of incorporation or by the Certificate of Incorporationlaw, any action required or permitted by law to be taken at any annual or special meeting of stockholders of the Class A Holders 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, shall be signed by the all 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 (a) its registered office in the State of DelawareDelaware by hand or by certified mail or registered mail, return receipt requested, (b) its principal place of business, or (c) an officer or agent of the Corporation having custody of the book in which minutes proceedings of proceedings 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 (60) days of the earliest dated consent delivered to the Corporation in the manner provided required by this by-law to the previous sentenceCorporation, written consents signed by a sufficient number all holders of holders to take action outstanding stock are delivered to the Corporation by delivery to (a) its registered office in the manner provided State of Delaware by the previous sentence. Prompt notice hand or by certified or registered mail, return receipt requested, (b) its principal place of business, or (c) an officer or agent of the taking Corporation having custody of the corporate action without a meeting by less than unanimous written consent shall be given to those book in which proceedings of meetings of stockholders who have notare recorded.

Consent of Stockholders in Lieu of Meeting. Unless otherwise restricted by provided in the Certificate certificate of Incorporationincorporation, any action required or permitted by law to be taken at any annual or special meeting of stockholders of the Class A Holders 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, 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 minutes of proceedings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requestedvoted. 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 (60) days of the earliest dated consent duly executed and delivered to the Corporation in the manner provided by the previous sentenceCorporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner provided by the previous sentenceCorporation. 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 notnot 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 stockholders to take the action were delivered to the Corporation as provided in this Section 1.12.

Consent of Stockholders in Lieu of Meeting. Unless otherwise restricted To the fullest extent permitted by law, whenever the Certificate vote of Incorporation, any action stockholders at a meeting thereof is required or permitted to be taken at for or in connection with any annual or special meeting of the Class A Holders corporate action, such action may be taken without a meeting, without prior notice and without a votevote of stockholders, 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 book in which minutes proceedings of proceedings 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 or member who signs the consent and 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 in the manner provided required by law to the previous sentenceCorporation, written consents signed by a sufficient number of holders or members to take action are delivered to the Corporation by delivery to its registered office in the manner provided by the previous sentence. Prompt notice State of Delaware, its principal place of business, or an officer or agent of the taking Corporation having custody of the corporate action without a meeting by less than unanimous written consent book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be given to those stockholders who have notby hand or by certified or registered mail, return receipt requested. [Section 228.]