WHAM Shareholder Approval. The parties acknowledge that WHAM, absent first obtaining the consent of its shareholders for the Exchange, must comply with Section 14(f) of the Exchange Act and Rule 14f-1 of the Commission thereunder, which requires ten days' prior notice to the Commission and to WHAM's shareholders before the new members of WHAM's board of directors designated by COASTLINE may take office. WHAM, COASTLINE and the Shareholders agree that the written concurrence pursuant to Section 228 of the Delaware General Corporation Law of two (2) shareholders of WHAM holding in the aggregate more than fifty percent of WHAM's issued and outstanding shares in lieu of a general meeting of its shareholders, will constitute the approval of WHAM's shareholders.
