Common use of Consents in Lieu of Meeting Clause in Contracts

Consents in Lieu of Meeting. Any action that is required or permitted to be taken by the stockholders of the Company at any annual or special meeting of stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. In no instance where action is authorized by written consent need a meeting of stockholders be called or notice given.

Consents in Lieu of Meeting. Any action that is required or permitted to be taken by the stockholders of the Company at any annual or special meeting of stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that Bylaws of Xxxxxxxx Acquisition Company, Inc. v1.doc proportion of written consents is required. In no instance where action is authorized by written consent need a meeting of stockholders be called or notice given.