Majority Written Consent. Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent 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. 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.
Majority Written Consent. Any action required or permitted to be taken at a shareholders’ meeting may be taken without a meeting if the required shareholders entitled to vote thereon consent to such action in writing. The required shareholders are the shareholders holding shares 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 of the shares entitled to vote thereon were present and voted. Action taken pursuant to this section shall be effective when the Corporation has received writings that describe and consent to the action signed by the required shareholders entitled to vote thereon so long as such consent is received within 60 days after the date the Corporation first receives a writing describing and consenting to the action and signed by a shareholder. Receipt by the Corporation of any such writing may be by electronically transmitted facsimile or other form of wire or wireless communication providing the Corporation with a complete copy thereof, including the signature thereto. Action taken pursuant to this section shall be effective as of the date the last writing necessary to effect the action is received by the Corporation, unless all of the writings necessary to effect the action specify another date, which may be before or after the date the writings are received by the Corporation. Such action shall have the same effect as action taken at a meeting of shareholders and may be described as such in any document. Any shareholder that has signed a writing describing and consenting to action taken pursuant to this section may revoke such consent by a writing signed by the shareholder describing the action and stating that the shareholder’s prior consent thereto is revoked, if such writing is received by the Corporation before the effectiveness of the action.
Majority Written Consent. The Company has obtained the written consent from the holders of a majority of the outstanding voting securities of the Company in the form attached hereto as Exhibit C (collectively, the “Shareholder Consent”) of the resolutions (the “Resolutions”) approving the transactions contemplated hereby, including, without limitation, the issuance and terms of all the Securities as described in the Transaction Documents (without the need for any limit on the number of Adjustment Shares issuable hereunder or the number of Warrant Shares issuable pursuant to the Warrants or any floor price) and the approval of such transactions pursuant to applicable law, the provisions of the Bylaws and the rules and regulations of the Principal Market (the “Shareholder Approval”).
