Common use of Written Consent of Stockholders Without a Meeting Clause in Contracts

Written Consent of Stockholders Without a Meeting. If, and only if, the Certificate of Incorporation expressly permits action to be taken at any annual or special meeting of Stockholders without a meeting, without prior notice and without a vote, then a consent or consents in writing, setting forth the action to be 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 (by hand or by certified or registered mail, return receipt requested) to the Corporation by delivery to its registered office in the State of Delaware, the Office of the Corporation or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of Stockholders are recorded. 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 in the manner required by this Section 2.13, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by applicable law, be given to those Stockholders who have not 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 holders to take the action were delivered to the Corporation.

Written Consent of Stockholders Without a Meeting. If, and only if, the Certificate of Incorporation expressly permits Any action to be taken at any annual or special meeting of Stockholders stockholders may be taken without a meeting, without prior notice and without a vote, then if a consent or consents in writing, setting forth the action to be 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 (by hand or by certified or registered mail, return receipt requested) to the Corporation by delivery to its registered office in the State of Delaware, the Office its principal place of the Corporation business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of Stockholders stockholders are recorded. Every written consent shall bear the date of signature of each Stockholder stockholder 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 in the manner required by this Section 2.132.11, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by applicable law, be given to those Stockholders stockholders who have not consented in writing 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 notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.

Written Consent of Stockholders Without a Meeting. If(a) Any stockholder or beneficial owner of Common Stock seeking to have the stockholders authorize or take corporate action by written consent without a meeting shall, by written notice addressed to the Secretary and delivered to the Corporation at its principal executive offices, request that a record date be fixed for such purpose. The written notice shall contain a description of the action that such person proposes to take by written consent, including the text of any proposal to be submitted to stockholders. The Board of Directors shall have ten (10) days following the date of receipt of the notice to determine the validity of the request. During the ten (10) day period, the Corporation may require the stockholder or beneficial owner, as applicable, requesting such record date to furnish such other information as the Corporation may reasonably require to determine the validity of the request for a record date. Following the determination of the validity of the request, and only ifno later than ten (10) days after the date on which such request is received by the Corporation, the Certificate Board of Incorporation expressly permits Directors may adopt a resolution fixing the record date (unless a record date has previously been fixed by the Board of Directors pursuant to Section 2.10), which record date shall be no more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors and shall not precede the date such resolution is adopted. If no record date has been fixed by the Board of Directors by ten (10) days after the date on which such written notice is received, the record date for determining stockholders entitled to consent to corporate action to be taken at any annual or special meeting of Stockholders in writing without a meeting, without when no prior notice and without a vote, then a consent or consents in writing, setting forth action by the action to be so takenBoard of Directors is required by applicable law, shall be as specified in Section 2.10(c). (b) Every written consent purporting to take or authorizing the taking of corporate action (each such written consent, a “Consent”) shall bear the date of signature of each stockholder who signs the Consent, and no Consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated Consent delivered in the manner required by this Section, Consents 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 are so delivered to the Corporation, and not revoked. (c) A Consent shall be delivered (by hand or by certified or registered mail, return receipt requested) to the Corporation by delivery to its registered office in the State of Delaware, the Office its principal place of the Corporation business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of Stockholders stockholders are recorded. Every written consent Delivery to the Corporation’s registered office shall bear be made by hand or by certified or registered mail, return receipt requested. (d) In the date event of signature the delivery to the Corporation of each Stockholder who signs a Consent, the consentCorporation shall engage independent inspectors of elections for the purpose of performing promptly a ministerial review of the validity of the Consent. For the purpose of permitting the inspectors to perform such review, and no written consent Consent shall be effective to take until such inspectors have completed their review, determined that the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this Section 2.13, written consents signed by a sufficient requisite number of holders to take action are valid and unrevoked Consents delivered to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by in accordance with this Section 2.12 and applicable law, be given to those Stockholders who have not consented in writing and who, if the action had been taken at a meeting, would law have been entitled obtained 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 holders to authorize or take the action were delivered specified in the Consent, and certified such determination for entry in the records of the Corporation kept for the purpose of recording the proceedings of meetings of stockholders. Nothing contained in this Section 2.12 shall in any way be construed to suggest or imply that the CorporationBoard of Directors or any stockholder shall not be entitled to contest the validity of any Consent, whether before or after such certification by the independent inspectors, or to take any other action (including the commencement, prosecution or defense of any litigation with respect thereto and the seeking of injunctive relief in such litigation). If after such investigation the independent inspectors shall determine that the Consent is valid and that the action therein specified has been validly authorized, that fact shall forthwith be certified on the records of the Corporation kept for the purpose of recording the proceedings of meetings of stockholders, and the Consent shall be filed in such records.

Written Consent of Stockholders Without a Meeting. If, and only if, the Certificate of Incorporation expressly permits Any action to be taken at any annual or special meeting of Stockholders stockholders may be taken without a meeting, without prior notice and without a vote, then if a consent or consents in writing, setting forth the action to be 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 (by hand or by certified or registered mail, return receipt requested) to the Corporation by delivery to its registered office in the State of DelawareColorado, the Office its principal place of the Corporation business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of Stockholders stockholders are recorded. Every written consent shall bear the date of signature of each Stockholder stockholder 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 in the manner required by this Section 2.132.11, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by applicable law, be given to those Stockholders stockholders who have not consented in writing 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 notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.

Written Consent of Stockholders Without a Meeting. If, and only if, the Certificate of Incorporation expressly permits Any action to be taken at any annual or special meeting of Stockholders may be taken without a meeting, without prior notice and without a vote, then if a consent or consents in writing, setting forth the action to be 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 (by hand or hand, by certified or registered mail, return receipt requested, attached to an email in form of a PDF or by fascimile) to the Corporation by delivery to its registered office in the State of Delaware, the Office its principal place of the Corporation business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of Stockholders are recorded. 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) 60 days of the earliest dated consent delivered in the manner required by this Section 2.13, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaidpursuant to the foregoing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by applicable law, be given to those Stockholders who have not consented in writing 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 holders to take the action were delivered to the Corporation.

Written Consent of Stockholders Without a Meeting. If, and only if, the Certificate of Incorporation expressly permits Any action to be taken at any annual or special meeting of Stockholders stockholders may be taken without a meeting, without prior notice and without a vote, then if a consent or consents in writing, setting forth the action to be 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 (by hand or by certified or registered mail, return receipt requested) to the Corporation by delivery to its registered office in the State of Delaware, the Office its principal place of the Corporation business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of Stockholders stockholders are recorded. Every written consent shall bear the date of signature of each Stockholder 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 in the manner required by this Section 2.132.11, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by applicable law, be given to those Stockholders stockholders who have not consented in writing 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 notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.

Written Consent of Stockholders Without a Meeting. If, and only if, the Certificate of Incorporation expressly permits Any action to be taken at any annual or special meeting of Stockholders stockholders may be taken without a meeting, without prior notice and without a vote, then if a consent or consents in writing, setting forth the action to be 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 (by hand or by certified or registered mail, return receipt requested) to the Corporation by delivery to its registered office in the State of Delaware, the Office its principal place of the Corporation business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of Stockholders stockholders are recorded. Every written consent shall bear the date of signature of each Stockholder 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 in the manner required by this Section 2.132.11, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by applicable law, be given to those Stockholders stockholders who have not consented in writing 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 notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.. 

Written Consent of Stockholders Without a Meeting. If, and only if, the Certificate of Incorporation expressly permits Any action to be taken at any annual or special meeting of Stockholders stockholders may be taken without a meeting, without prior notice and without a vote, then if a consent or consents in writing, setting forth the action to be 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 (by hand or by certified or registered mail, return receipt requested) to the Corporation by delivery to its registered office in the State of Delaware, the Office its principal place of the Corporation business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of Stockholders stockholders are recorded. Every written consent shall bear the date of signature of each Stockholder 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 in the manner required by this Section 2.132.11, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by applicable law, be given to those Stockholders stockholders who have not consented in writing 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 notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.

Written Consent of Stockholders Without a Meeting. If, and only if, the Certificate of Incorporation expressly permits Any action to be taken at any annual or special meeting of Stockholders stockholders may be taken without a meeting, without prior notice and without a vote, then if a consent or consents in writing, setting forth the action to be 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 (a) its registered office in the State of Delaware (by hand or by certified or registered mail, return receipt requested), (b) to the Corporation by delivery to its registered office in the State principal place of Delaware, the Office of the Corporation business or (c) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of Stockholders stockholders are recorded. Every written consent shall bear the date of signature of each Stockholder stockholder 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 in the manner required by this Section 2.132.11, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by applicable law, be given to those Stockholders stockholders who have not consented in writing 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 notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.