Common use of Stockholder Action by Written Consent Clause in Contracts

Stockholder Action by Written Consent. Any action required or permitted to be taken by stockholders at any annual or special meeting of 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, shall be signed by the holders of outstanding capital 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 capital stock entitled to vote thereon were present and voted; provided, however, that, and except as otherwise provided by a Certificate of Designations, from and after the date that EMC ceases to be the beneficial owner of shares representing at least a majority of votes entitled to be cast by the holders of Class A Common Stock and the holders of Class B Common Stock, voting together as a single class, any action required or permitted to be taken by stockholders may be effected only at a duly called annual or special meeting of stockholders and may not be effected by a written consent or consents by stockholders in lieu of such a meeting. All written consents authorized by this Section 2.11 shall be delivered to the Corporation by delivery to its registered office, its principal place of business or the Secretary. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of any 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 stockholders to take the action were delivered to the Corporation as provided in this Section 2.11. In the event that the action that is consented to is such as would have required the filing of a certificate under the General Corporation Law of the State of Delaware that such action had been voted on by stockholders or by members at a meeting thereof, the certificate filed shall state, in lieu of any statement concerning any vote of stockholders or members, that written consent has been given in accordance with the General Corporation Law of the State of Delaware.

Stockholder Action by Written Consent. Any Pursuant to Section 228 of the DGCL, any action required or permitted to be taken by stockholders at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, vote if a consent or consents in writing, setting forth the action so taken, shall be is or are signed by the holders of outstanding capital 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 capital our stock entitled to vote thereon were present and voted; provided, however, that, unless the company’s certificate of incorporation provides otherwise. Our amended and except as otherwise provided by a Certificate restated certificate of Designations, incorporation provides that from and after the date that EMC ceases on which Blackstone and its affiliates cease to be the beneficial owner of shares representing beneficially own at least a majority 40 percent of votes the total voting power of all the then outstanding shares of our stock entitled to be cast by vote generally in the holders election of Class A Common Stock and the holders of Class B Common Stock, voting together as a single classdirectors, any action required or permitted to be taken by our stockholders may not be effected only by consent in writing by stockholders unless such action is recommended by all directors then in office. For so long as Blackstone and its affiliates continue to beneficially own at least 40 percent of the total voting power of all the then outstanding shares of the Company entitled to vote generally in the election of directors, Blackstone’s consent is required for any amendment to this provision of our amended and restated certificate of incorporation. Upon the consummation of the Sale, we will amend and restate our charter to remove all provisions referencing Blackstone’s ownership of at least 40 percent of the total voting power of the then outstanding shares of our stock entitled to vote generally in the election of directors because Blackstone will then own less than 40 percent of such shares of our stock. This amended and restated charter will have been approved prior to the spin-off by the board of directors of HGV Parent and its sole stockholder, and following the spin-off no further board, stockholder or other corporate action will be required to approve the amended and restated charter to be adopted in connection with the Sale. Delaware Anti-Takeover Statute We have opted out of Section 203 of the DGCL. Section 203 provides that, subject to certain exceptions specified in the law, a duly called publicly held Delaware corporation shall not engage in certain “business combinations” with any “interested stockholder” for a three-year period after the date of the transaction in which the person became an interested stockholder. These provisions generally prohibit or delay the accomplishment of mergers, assets or stock sales or other takeover or change-in-control attempts that are not approved by a company’s board of directors. However, our amended and restated certificate of incorporation and bylaws provide that in the event Blackstone and its affiliates (or, following the Sale, either Blackstone and its affiliates or HNA) cease to beneficially own at least 5 percent of the then outstanding shares of our common stock, we will automatically become subject to Section 203 of the DGCL. In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless: • prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; • upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85 percent of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or • on or subsequent to the date of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders stockholders, and may not be effected by written consent, by the affirmative vote of at least 66 2/3 percent of the outstanding voting stock which is not owned by the interested stockholder. Generally, a written consent business combination includes a merger, asset or consents by stockholders stock sale, or other transaction resulting in lieu of such a meeting. All written consents authorized by this Section 2.11 shall be delivered financial benefit to the Corporation by delivery interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to its registered officethe determination of interested stockholder status, its principal place did own 15 percent or more of business or the Secretary. Delivery made to a corporation’s registered office shall outstanding voting stock. Under certain circumstances, Section 203 makes it more difficult for a person who would be an “interested stockholder” to effect various business combinations with a corporation for a three-year period. Accordingly, Section 203 could have an anti-takeover effect with respect to certain transactions our board of directors does not approve in advance. The provisions of Section 203 may encourage companies interested in acquiring the Company to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder. However, Section 203 also could discourage attempts that might result in a premium over the market price for the shares of common stock held by hand stockholders. These provisions also may make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests. Dissenters’ Rights of Appraisal and Payment Under the DGCL, with certain exceptions, our stockholders will have appraisal rights in connection with a merger or by certified consolidation of our company. Pursuant to the DGCL, stockholders who properly request and perfect appraisal rights in connection with such merger or registered mail, return receipt requested. Prompt notice consolidation will have the right to receive payment of the taking fair value of their shares as determined by the Delaware Court of Chancery. Stockholders’ Derivative Actions Under the DGCL, any corporate of our stockholders may bring an action without in our name to procure a meeting by less than unanimous written consent shall be given to those stockholders who have not consented judgment in writing and whoour favor, if also known as a derivative action, provided that the stockholder bringing the action had been taken is a holder of our shares at a meeting, would have been entitled to notice the time of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders transaction to take which the action were delivered relates or such stockholder’s stock thereafter devolved by operation of law. Exclusive Forum Our amended and restated certificate of incorporation provides that unless we consent to the Corporation as provided in this Section 2.11. In selection of an alternative forum, the event that the action that is consented to is such as would have required the filing Court of a certificate under the General Corporation Law Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of our company, (ii) action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of our company to our company or our company’s stockholders, (iii) action asserting a claim against our company or any director or officer of our company arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws or (iv) action asserting a claim against our company or any director or officer of our company governed by the internal affairs doctrine, in each such case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of our company shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation. Conflicts of Interest Delaware law permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that such action had been voted on are presented to the corporation or its officers, directors or stockholders. Our amended and restated certificate of incorporation, to the maximum extent permitted from time to time by Delaware law, renounces any interest or expectancy that we have in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to our officers, directors or stockholders or their respective affiliates, other than those officers, directors, stockholders or affiliates who are our or our subsidiaries’ employees. Our amended and restated certificate of incorporation provides that, to the fullest extent permitted by members at law, none of Blackstone or any of its affiliates or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his director and officer capacities) or his or her affiliates will have any duty to refrain from (i) engaging in a meeting thereofcorporate opportunity in the same or similar lines of business in which we or our affiliates now engage or propose to engage or (ii) otherwise competing with us or our affiliates. In addition, to the certificate filed shall statefullest extent permitted by law, in lieu the event that Blackstone or any non-employee director acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, himself or herself or its, his or her affiliates or for us or our affiliates, such person will have no duty to communicate or offer such transaction or business opportunity to us or any statement concerning of our affiliates and they may take any vote such opportunity for themselves or offer it to another person or entity. Our amended and restated certificate of stockholders incorporation does not renounce our interest in any business opportunity that is expressly offered to a non-employee director solely in his or membersher capacity as a director or officer of the Company. To the fullest extent permitted by law, that written consent has no business opportunity will be deemed to be a potential corporate opportunity for us unless we would be permitted to undertake the opportunity under our amended and restated certificate of incorporation, we have sufficient financial resources to undertake the opportunity and the opportunity would be in line with our business. Upon the consummation of the Sale, we will amend and restate our charter to contain a similar provision with respect to HNA. This amended and restated charter will have been given approved prior to the spin-off by the board of directors of HGV Parent and its sole stockholder, and following the spin-off no further board, stockholder or other corporate action will be required to approve the amended and restated charter to be adopted in accordance connection with the General Corporation Law of the State of DelawareSale.

Stockholder Action by Written Consent. Any Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation at any an annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding capital stock of the Corporation 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 capital stock of the Corporation entitled to vote thereon were present and voted; provided, however, that, and except as otherwise provided by a Certificate of Designations, from and after . No written consent shall be effective to take the date that EMC ceases action referred to be the beneficial owner of shares representing at least a majority of votes entitled to be cast therein unless written consents signed by the holders of Class A Common Stock and stock of the holders Corporation having not less than the minimum number of Class B Common Stock, voting together as a single class, any votes that would be necessary to authorize or take such action required or permitted to be taken by stockholders may be effected only at a duly called annual or special meeting at which all shares of stockholders stock of the Corporation entitled to vote thereon were present and may not be effected voted are delivered to and received by the Corporation within sixty (60) days of the first date on which a written consent was delivered to the Corporation. Every written consent shall be signed by one or consents more persons who as of the record date are stockholders of record on such record date, shall bear the date of signature of each such stockholder, and shall set forth the name and address, as they appear in the Corporation’s books, of each stockholder signing such consent and the class or series and number of shares of the Corporation which are owned of record and beneficially by stockholders in lieu of each such a meeting. All written consents authorized by this Section 2.11 stockholder and shall be delivered to and received by the Secretary of the Corporation by delivery to its registered office, its at the Corporation’s principal place of business or the Secretary. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of any 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 stockholders to take the action were delivered to the Corporation as provided in this Section 2.11. In the event that the action that is consented to is such as would have required the filing of a certificate under the General Corporation Law of the State of Delaware that such action had been voted on by stockholders or by members at a meeting thereof, the certificate filed shall state, in lieu of any statement concerning any vote of stockholders or members, that written consent has been given in accordance with the General Corporation Law of the State of Delaware.

Stockholder Action by Written Consent. Any Unless otherwise provided in the Certificate of Incorporation, any action required or permitted by the DGCL to be taken by stockholders at any annual or special meeting of stockholders of a corporation, or any action that 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, shall be is signed by the holders of outstanding capital 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 capital stock entitled to vote thereon were present and voted; , provided, however, thatthat an action by written consent to elect directors, and except as otherwise provided by a Certificate of Designationsunless such action is unanimous, from and after the date that EMC ceases to be the beneficial owner of shares representing at least a majority of votes entitled to be cast by the holders of Class A Common Stock and the holders of Class B Common Stock, voting together as a single class, any action required or permitted to be taken by stockholders may be effected only at a duly called annual or special meeting of stockholders and may not be effected by a written consent or consents by stockholders in lieu of the holding of an annual meeting only if all the directorships to which directors could be elected at an annual meeting held at the effective time of such a meetingaction are vacant and are filled by such action. All 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 in such consent unless written consents authorized signed by the requisite number of stockholders required to take the action are delivered to the corporation within 60 days of the earliest dated consent delivered to the corporation in the manner required by this Section 2.11 1.9. Delivery to the corporation shall be delivered to the Corporation by delivery to its registered officeoffice in the State of Delaware, its principal place of business or secretary or assistant secretary, if any, and, except for deliveries to the Secretary. Delivery made to a corporation’s registered office in the State of Delaware, may be by electronic transmission to the extent permitted by Section 228 of the DGCL, including to the extent and in the manner provided by resolution of the Board of Directors. Any such consent shall be by hand or by certified or registered mail, return receipt requestedinserted in the minute book as if it were the minutes of a meeting of the stockholders. Prompt notice of the taking of any 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 stockholders to take the action were delivered to the Corporation as provided in this Section 2.11. In the event that the action that is consented to is such as would have required the filing of a certificate under the General Corporation Law of the State of Delaware that such action had been voted on by stockholders or by members at a meeting thereof, the certificate filed shall state, in lieu of any statement concerning any vote of stockholders or members, that written consent has been given in accordance with the General Corporation Law of the State of Delawarecorporation.