Common use of Action by Written Consent Clause in Contracts

Action by Written Consent. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section shall be deemed to be recorded when so delivered. 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 as required by this Section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 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. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in the Certificate corporation’s certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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 corporation by delivery to its registered office in the state of Delaware, or the Corporation’s corporation's principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s corporation's registered office shall be by hand or by certified or registered mail, return receipt requested, requested or by facsimile or e-mail, with confirmation of receiptreputable overnight courier service. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) 60 days of after the earliest dated consent delivered to the Corporation corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 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 Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Action by Written Consent. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any Any action which may be taken at any annual or special meeting of such stockholders, stockholders may be taken without a meeting, meeting and without prior notice and without a vote, if a consent or consents in writing, writing setting forth the action so taken and bearing the dates is (i) initiated by holders of signature no less than twenty percent (20%) of the stockholders who signed total votes entitled to be cast by the consent or consentsholders of all the outstanding capital stock of the Corporation entitled to vote generally in an election of directors (the “Voting Stock”), shall be (ii) 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 of the Corporation’s stock entitled to vote thereon were present and voted and shall be (iii) delivered to the Corporation by delivery to its registered office in the state State of Delaware, or the Corporation’s principal place of business, business or an officer or agent the secretary of the Corporation having custody Corporation. Every written consent shall bear the date of signature of each stockholder who signs the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section shall be deemed to be recorded when so delivered. No consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take such action are delivered to the Corporation as required by this Sectiondelivery to the Corporation’s registered office in the State of Delaware, written consents signed by the holders Corporation’s principal place of a sufficient number business or the secretary of shares to take such corporate action are so recordedthe Corporation. 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 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. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect Corporation as if taken by the stockholders at a meeting thereofprovided for in this Article EIGHTH.

Action by Written Consent. Unless otherwise provided in the Certificate corporation’s certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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 corporation by delivery to its registered office in the state of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, requested or by facsimile or e-mail, with confirmation of receiptreputable overnight courier service. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) 60 days of after the earliest dated consent delivered to the Corporation corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 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 Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Action by Written Consent. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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 corporation by delivery to its registered office in the state of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requestedrequested provided, however, that no consent or consents delivered by facsimile certified or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 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 Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in the Certificate Corporation’s certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the 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 and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock of the Corporation having not less than a majority of the shares of the Corporation entitled to vote, or, if greater, 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, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, ; provided that no consent or consents delivered by facsimile certified or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section 11 shall be deemed to be recorded when so delivered. 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 as required by this SectionSection 11, written consents signed by the holders of a sufficient number of shares of the Corporation to take such corporate action are so recorded. 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 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 Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in the Certificate corporation’s certificate of Incorporationincorporation, any action required to be taken at any annual regular or special meeting of stockholders of the Corporationcorporation, or any action which may be taken at any annual regular 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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 corporation by delivery to its registered office in the state of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, by reputable overnight courier service, or by facsimile or e-electronic mail, with confirmation of receipt. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 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. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Action by Written Consent. Unless otherwise provided in the Certificate of IncorporationDelaware Act, any action required to be taken at any annual or special meeting of stockholders of the CorporationMembers, or any action which may be taken at any annual or special meeting of such stockholdersMembers, 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 and bearing the dates of signature of the stockholders Members who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes Interests that would be necessary to authorize or take such action at a meeting at which all shares Interests entitled to vote thereon were present and voted and shall be delivered to the Corporation LLC by delivery to its registered office in the state State of Delaware, or the Corporation’s LLC's principal place of business, or an officer or agent of the Corporation LLC having custody of the book or books in which proceedings of meetings of the stockholders Members are recorded. Delivery made to the Corporation’s LLC's registered office shall be by hand or by certified or registered mail, return receipt requested; provided, that no consent or consents delivered by facsimile certified or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate any action referred to therein unless, within sixty (60) 60 days of the earliest dated consent delivered to the Corporation LLC as required by this Sectionsection, written consents signed by the holders of a Interests sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders Members 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 Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders Members shall have the same force and effect as if taken by the stockholders Members at a meeting thereof.

Action by Written Consent. Unless otherwise provided in the Certificate certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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 corporation by delivery to its registered office in the state of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mailmall, return receipt requestedrequested provided, however, that no consent or consents delivered by facsimile certified or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders 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 Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in the Certificate certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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 corporation by delivery to its registered office in the state of DelawareTennessee, or the Corporation’s corporation's principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s corporation's registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 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 Corporationcorporation. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. If the Act or the certificate of incorporation requires that notice of a proposed action be given to nonvoting shareholders and the action is to be taken by consent of the voting shareholders, then the Corporation shall give its nonvoting shareholders written notice of the proposed action at least ten (10) days before such action is taken. Such notice shall contain or be accompanied by the same material that would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.

Action by Written Consent. Unless otherwise provided in the Certificate certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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, writing setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be consents is 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 is delivered to the Corporation corporation by delivery to its registered office in the state of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, requested or by facsimile or e-mail, with confirmation of receiptreputable overnight courier service. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of after the earliest dated consent delivered to the Corporation corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 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 Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Action by Written Consent. Unless otherwise provided in the Certificate of IncorporationCertificate, any action required to be taken at any annual or special meeting of stockholders of the 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 and bearing the dates of signature of the stockholders who signed the consent or consentstaken, 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, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 as required by this Section, unless written consents signed by the holders of a sufficient number of shares to take such corporate action are delivered to the Corporation in the manner as required by this section within sixty (60) days of the first date on which a written consent is so recordeddelivered to the Corporation. 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 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 Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Action by Written Consent. Unless otherwise provided in the Certificate certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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 corporation by delivery to its registered office in the state of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, requested or by facsimile or e-mail, with confirmation of receiptreputable overnight courier service. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) 60 days of after the earliest dated consent delivered to the Corporation corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 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 Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Action by Written Consent. Unless otherwise provided in the Certificate certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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, writing setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be consents is 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 is delivered to the Corporation corporation by delivery to its registered office in the state of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, requested or by facsimile or e-mail, with confirmation of receiptreputable overnight courier service. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of after the earliest dated consent delivered to the Corporation corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 and whowriting, if the action had been taken at a meeting, would have been entitled to notice in accordance with Section 228(e) of the meeting if General Corporation Law of the record date for such meeting had been the date that written consents signed by a sufficient number State of holders Delaware (as amended from time to take the action were delivered to the Corporationtime). Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Action by Written Consent. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders of the 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 and bearing the dates of signature of the stockholders who signed the consent or consentstaken, 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 proceedings of 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 days of the earliest dated consent delivered in the manner required by this Section 10 to the Corporation, 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 state of Delaware, or the Corporation’s its principal place of business, or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section shall be deemed to be recorded when so delivered. 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 as required by this Section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 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. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect Corporation as if taken by the stockholders at a meeting thereofprovided above in this section.

Action by Written Consent. Unless otherwise provided in the Certificate corporation’s certificate of Incorporationformation, any action required to be taken at any annual regular or special meeting of stockholders of the Corporationcorporation, or any action which may be taken at any annual regular 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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 corporation by delivery to its registered office in the state of DelawareTexas, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, by reputable overnight courier service, or by facsimile or e-electronic mail, with confirmation of receipt. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 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. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Action by Written Consent. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the 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 writingwriting or electronic communication, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, 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 State of Delaware, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requestedrequested provided, however, that no consent or consents delivered by facsimile certified or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. No written or electronic 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 as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 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 Corporationwriting. Any action taken pursuant to such written or electronic consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, 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 corporation by delivery to its registered office in the state State of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requestedrequested provided, however, that no consent or consents delivered by facsimile certified or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 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 Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in the Certificate of Incorporationthis Agreement, any action required to be taken at any annual or special meeting of stockholders of the CorporationMembers, or any action which may be taken at any annual or special meeting of such stockholdersMembers, in each case other than elections of Managers pursuant to Section 6.1(a) and other than Distributions by the Company pursuant to Article V, 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 and bearing the dates of signature of the stockholders Members who signed the consent or consents, shall be signed by the holders of outstanding stock Voting Units 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 Voting Units entitled to vote thereon were present and voted and shall be delivered to the Corporation Company by delivery to its registered office in the state of Delaware, or the CorporationCompany’s principal place of business, or an officer or agent of the Corporation Company having custody of the book or books in which proceedings of meetings of the stockholders Members are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section 3.7(k) shall be deemed to be recorded when so delivered. 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 Company as required by this SectionSection 3.7(k), written consents signed by the holders of a sufficient number of shares Units to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders Members 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 the holders of a sufficient number of holders Voting Units to take the action were delivered to the CorporationCompany. Any action taken pursuant to such written consent or consents of the stockholders Members holding Voting Units shall have the same force and effect as if taken by the stockholders Members at a meeting thereof.

Action by Written Consent. Unless otherwise provided in the Certificate corporation’s certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 consent(s) in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consentsconsent(s), shall be signed by the holders of outstanding shares of stock having not less than a majority of the shares entitled to vote, or, if greater, 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 corporation by delivery to its registered office in the state of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books book(s) in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, provided, however, that no consent(s) delivered by certified or by facsimile or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent(s) are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 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 Corporationwriting. Any action taken pursuant to such written consent or consents consent(s) of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in Any action permitted or required by the Certificate of Incorporation, any action required Delaware Act or this Agreement to be taken at any annual or special a meeting of stockholders of the Corporation, Management Committee or any action which may be taken at any annual or special meeting of such stockholders, Members may be taken without a meeting, without prior notice and without a vote, meeting if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consentsto be taken, shall be is signed by the holders of outstanding stock having not less than the minimum number of votes Managers or Members that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon Managers or Members were present and voted voted. Such consent shall have the same force and shall effect as a vote at a meeting and may be delivered to stated as such in any document or instrument filed with the Corporation by delivery to its registered office in the state Secretary of State of Delaware, and the execution of such consent shall constitute attendance or the Corporation’s principal place of business, or an officer or agent presence in person at a meeting of the Corporation having custody of the book Managers or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section shall be deemed to be recorded when so delivered. 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 as required by this Section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recordedMembers. Prompt notice of the taking of the corporate any action without a meeting by less than unanimous written consent shall will be given to those stockholders Managers or Members who have did not consented consent in writing to such action. Subject to the requirements of the Delaware Act and whothis Agreement for notice of meetings, if the Managers and Members may participate in and hold a meeting of the Managers or Members by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Notwithstanding anything to the contrary contained herein, advanced notice of any action had been of the Management Committee proposed to be taken at without a meeting, would have been entitled setting forth the action proposed to notice be taken, shall be sent in writing or by email by the Manager or Managers proposing such action to all other members 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 Management Committee at least five (5) days prior to the Corporation. Any effectiveness of such proposed action; provided that in the event of an emergency, the Manager or Managers proposing an action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at without a meeting thereofshall only be obligated to give such advanced notice, if any, of such proposed action as is practicable under the circumstances.

Action by Written Consent. Unless otherwise provided in the Certificate certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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 corporation by delivery to its registered office in the state of Delaware, or the Corporation’s corporation's principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s corporation's registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section shall be deemed to be recorded when so delivered. 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 corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 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 Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in this Agreement or in the Certificate of IncorporationDelaware Act, any action required to be taken at any annual or special meeting of stockholders of the CorporationMembers, or any action which may be taken at any annual or special meeting of such stockholdersMembers, may be taken without a meeting, without prior notice and without a vote, if a written consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders Members who signed the consent or consentsconsent, shall be is signed by the holders of outstanding stock having not less than the minimum number of votes Interests that would be necessary to authorize or take such action at a meeting at which all shares Interests entitled to vote thereon were present and voted and shall be is delivered to the Corporation IOC by delivery to its registered office in the state State of Delaware, or the Corporation’s IOC's principal place of business, or an officer or agent of the Corporation IOC having custody of the book or books in which proceedings of meetings of the stockholders Members are recorded. Delivery made to the Corporation’s IOC's registered office shall be by hand or by certified or registered mail, return receipt requested; provided, that no consent delivered by certified or by facsimile or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent is actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate any action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation IOC as required by this Sectionsection, a written consents consent signed by the holders of a Interests sufficient number of shares to take such corporate action are so is recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders Members 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 Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders Members shall have the same force and effect as if taken by the stockholders Members at a meeting thereofmeeting.

Action by Written Consent. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, 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 corporation by delivery to its registered office in the state of Delaware, or the Corporation’s corporation's principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s corporation's registered office shall be by hand or by certified or registered mail, return receipt requestedrequested provided, however, that no consent or consents delivered by facsimile certified or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 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 Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in the Certificate corporation’s certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 consent(s) in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consentsconsent(s), shall be signed by the holders of outstanding shares of stock having not less than a majority of the shares entitled to vote, or, if greater, 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 corporation by delivery to its registered office in the state of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books book(s) in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, provided, however, that no consent(s) delivered by certified or by facsimile or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent(s) are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 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 Corporationwriting. Any action taken pursuant to such written consent or consents consent(s) of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Action by Written Consent. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the 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 writingwriting or electronic communication, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, 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 State of Delaware, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requestedrequested provided, however, that no consent or consents delivered by facsimile certified or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. No written or electronic 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 as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 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 Corporationwriting. Any action taken pursuant to such written or electronic consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in At any time when the Certificate of Incorporation, any permits action required to be taken at any annual by one or special meeting more classes or series of stockholders of the Corporation, or any action which may Corporation to be taken at any annual or special meeting by written consent, the provisions 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 and bearing the dates of signature of the stockholders who signed the consent or consents, this section 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, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receiptapply. All consents properly delivered in accordance with this Section the Certificate and the DGCL shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) 60 days of the earliest dated first date on which a consent is delivered to the Corporation as required by this Sectionthe DGCL, written consents signed by the holders of a sufficient number of shares holders to take such corporate action are so recordeddelivered to the Corporation in accordance with the applicable provisions of the DGCL. 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 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 CorporationCorporation in accordance with the applicable provisions of the DGCL. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate action without a meeting, when no prior action by the Board is required by the DGCL, shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with the applicable provisions of the DGCL. If no record date has been fixed by the Board and prior action by the Board is required by the DGCL, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

Action by Written Consent. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, 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 corporation by delivery to its registered office in the state of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requestedrequested provided, however, that no consent or consents delivered by facsimile certified or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 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 Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in the At any time after Cellectis beneficially owns less than 50% of our then outstanding common stock, ourBy-laws and our Certificate of Incorporation, Incorporation provide that any action required or permitted to be taken by the stockholders must be effected at any a duly called annual or special meeting of stockholders and may not be effected by any consent in writing in lieu of the Corporation, or any action which may be taken at any annual or special a meeting of such stockholders, subject to the rights of the holders of any series of preferred stock. Prior to such time, such actions may be taken without a meetingmeeting by written consent. Amending Our Certificate of Incorporation and Bylaws. At any time after Cellectis beneficially owns less than 50% of our then outstanding common stock, without prior notice our Certificate of Incorporation and without a vote, if a consent or consents in writing, setting forth By-laws may be amended by the action so taken and bearing the dates affirmative vote of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than at leasttwo-thirds of our common stock. Prior to such time, our Certificate of Incorporation and By-laws may be amended by the minimum number affirmative vote 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, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section shall be deemed to be recorded when so delivered. 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 as required by this Section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice majority of the taking voting power of our common stock. Exclusive Jurisdiction. Our Certificate of Incorporation provides that, unless we consent to the selection of an alternative forum, the Court of Chancery of the corporate action without a meeting by less than unanimous written consent State of Delaware shall be given the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers, or other employees to those stockholders who have not consented in writing and whous or to our stockholders, if the any action had been taken at asserting 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 claim arising pursuant to the Corporation. Any DGCL, or any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken asserting a claim governed by the internal affairs doctrine. Notwithstanding the foregoing, because the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce duties or liabilities created by the Exchange Act or the rules and regulations thereunder, the exclusive forum provision does not apply to any action arising under the Exchange Act. Although the exclusive forum provision applies, to the extent permitted by law, to Securities Act claims, the Securities Act creates concurrent federal and state jurisdiction over suits brought to enforce duties or liabilities created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce this exclusive forum provision with respect to a Securities Act claim. Neither we nor our stockholders at a meeting thereofmay waive compliance with the federal securities laws or the rules and regulations thereunder.

Action by Written Consent. Unless otherwise provided in the Certificate Corporation’s certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the 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 consent(s) in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consentsconsent(s), shall be signed by the holders of outstanding shares of stock having not less than a majority of the shares entitled to vote, or, if greater, 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, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book or books book(s) in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, provided, however, that no consent(s) delivered by certified or by facsimile or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent(s) are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 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 Corporationwriting. Any action taken pursuant to such written consent or consents consent(s) of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in the Certificate certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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 corporation by delivery to its registered office in the state of Delaware, or the Corporation’s corporation's principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s corporation's registered office shall be by hand or by certified or registered mail, return receipt requestedrequested provided, however, that no consent or consents delivered by facsimile certified or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section section shall be deemed to be recorded when so delivered. 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 corporation as required by this Sectionsection, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 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 Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

Action by Written Consent. Unless otherwise provided in Any action permitted or required by the Act, the Certificate of Incorporation, any action required or this Agreement to be taken at any annual or special a meeting of stockholders of the Corporation, Board or any action which may be taken at any annual or special meeting of such stockholders, committee designated by the Board may be taken without a meeting, without prior notice and without a vote, meeting if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consentsto be taken, shall be is signed by the holders Directors holding voting power of outstanding stock having not less than the minimum number Board or representatives of votes that would such committee, as the case may be necessary sufficient to authorize or take approve such action at if 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, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book Board or books in which proceedings of meetings of the stockholders are recordedsuch committee were held to approve such action. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested, or by facsimile or e-mail, with confirmation of receipt. All consents properly delivered in accordance with this Section shall be deemed to be recorded when so delivered. No written Such 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 as required by this Section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 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. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders a vote at a meeting thereofand may be stated as such in any document or instrument filed with the Secretary of State of Delaware, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board or any such committee, as the case may be; provided that unless written notice (including by e-mail) has been provided by the Company or the Chairman to each of the Directors then serving on the Board (to the address, facsimile number and/or e-mail address for each such Director as set forth in the books and records of the Company) at least 12 hours prior to execution of the written consent that the Board intends to submit for approval action by written consent of the Board (with such notice summarizing in reasonable detail the matters to be approved by written consent) or the Directors not executing such consent waive their right to such notice, no written consent of the Board shall be valid until 12 hours after such executed consent has been delivered to the Company, at which point the effectiveness of such consent shall be automatic, and provided that the Company and/or the Chairman gives prompt notice of any such action taken by written consent to the Directors or representatives of such committee who did not execute such written consent (provided that any failure to give such notice shall not affect the validity of any such action by written consent).

Action by Written Consent. Unless otherwise provided in the Certificate certificate of Incorporationincorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporationcorporation, 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 and bearing the dates of signature of the stockholders who signed the consent or consents, 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 corporation by delivery to its registered office in the state of Delaware, or the Corporationcorporation’s principal place of business, or an officer or agent of the Corporation corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporationcorporation’s registered office shall be by hand or by certified or registered mail, return receipt requested; provided, however, that no consent or consents delivered by facsimile certified or e-mail, with confirmation of receiptregistered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this Section 11 shall be deemed to be recorded when so delivered. 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 corporation as required by this SectionSection 11, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 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 Corporationwriting. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.