Montague Law | Free Legal Form Template
This Written Consent of Stockholders (this "Consent") of [COMPANY NAME], a Delaware corporation (the "Corporation"), is executed and delivered as of [DATE] by the undersigned stockholders of the Corporation (collectively, the "Consenting Stockholders" and each individually, a "Consenting Stockholder") pursuant to Section 228 of the Delaware General Corporation Law (the "DGCL").
WHEREAS, Section 228(a) of the DGCL provides that, 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 a corporation 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 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;
WHEREAS, the Amended and Restated Certificate of Incorporation of the Corporation, as amended to date (the "Certificate of Incorporation"), does not prohibit or restrict the ability of the stockholders of the Corporation to take action by written consent in lieu of a meeting, and the Bylaws of the Corporation, as amended to date (the "Bylaws"), expressly permit the stockholders to act by written consent in accordance with Section 228 of the DGCL;
WHEREAS, the Consenting Stockholders are the record holders, as of the date set forth on the signature page hereto, of shares of the capital stock of the Corporation representing not less than the minimum number of votes necessary to authorize and approve each of the actions set forth herein, as more particularly described in the Certification of Voting Power below;
WHEREAS, the Board of Directors of the Corporation (the "Board") has adopted resolutions declaring advisable and recommending to the stockholders of the Corporation for their approval the corporate actions described herein (collectively, the "Corporate Actions"), or, to the extent no prior Board action is required under the DGCL, the Certificate of Incorporation, or the Bylaws, the Consenting Stockholders desire to approve the Corporate Actions on the terms and subject to the conditions set forth herein;
WHEREAS, the Consenting Stockholders desire to take the actions set forth herein by written consent in lieu of a meeting of stockholders, and to evidence such consent by executing and delivering this Consent to the Corporation in accordance with Section 228 of the DGCL;
NOW, THEREFORE, the Consenting Stockholders, intending to be legally bound hereby, and in accordance with Section 228 of the DGCL, the Certificate of Incorporation, and the Bylaws, do hereby consent to, authorize, adopt, and approve the following resolutions and the actions contemplated thereby, each of which shall have the same force and effect as if duly adopted at a meeting of the stockholders of the Corporation duly called and held for such purpose at which a quorum was present and acting throughout:
Each Consenting Stockholder hereby certifies, represents, and warrants to the Corporation that, as of the date of such Consenting Stockholder’s execution of this Consent, such Consenting Stockholder is the sole record and beneficial owner of the number and class of shares of the capital stock of the Corporation set forth opposite such Consenting Stockholder’s name on the signature page hereto, and that such shares are free and clear of all liens, encumbrances, proxies, voting agreements, voting trusts, and other arrangements or restrictions that would prevent such Consenting Stockholder from executing and delivering this Consent or that would otherwise impair or restrict the voting rights of such Consenting Stockholder with respect to such shares.
As of the date hereof, the total number of shares of capital stock of the Corporation issued and outstanding and entitled to vote on the matters set forth herein is as follows: (a) [NUMBER] shares of Common Stock, par value $[PAR VALUE] per share (the "Common Stock"), and (b) [NUMBER] shares of [Series] Preferred Stock, par value $[PAR VALUE] per share (the "Preferred Stock" and, together with the Common Stock, the "Capital Stock"). Each share of Common Stock is entitled to one (1) vote per share on each matter submitted to a vote of the stockholders. Each share of Preferred Stock is entitled to [NUMBER] vote(s) per share on each matter submitted to a vote of the stockholders, voting together with the Common Stock as a single class, except as otherwise required by law or provided in the Certificate of Incorporation.
The Consenting Stockholders collectively hold shares of Capital Stock of the Corporation representing not less than [PERCENTAGE]% of the total voting power of all outstanding shares of Capital Stock entitled to vote on each of the actions set forth herein. The Consenting Stockholders therefore hold the requisite voting power to authorize and approve each of the actions set forth herein without a meeting of stockholders under Section 228(a) of the DGCL. To the extent that any action set forth herein requires the approval of a separate class vote of the holders of any class or series of Capital Stock, the Consenting Stockholders holding shares of such class or series collectively represent not less than the minimum number of votes of such class or series necessary to authorize and approve such action.
The Consenting Stockholders acknowledge that the Secretary of the Corporation (or any Assistant Secretary) may verify the record ownership and voting power of the shares represented by this Consent by reference to the stock ledger and transfer books of the Corporation maintained in the ordinary course of business.
RESOLVED, that [DATE] is hereby established as the record date (the "Record Date") for the purpose of determining the stockholders of the Corporation entitled to consent to the Corporate Actions set forth in this Consent, in accordance with Section 213(b) of the DGCL and the Bylaws of the Corporation. Only stockholders of record as of the close of business on the Record Date are entitled to deliver a consent with respect to the Corporate Actions. The Board has previously fixed the Record Date by resolution adopted in accordance with the Bylaws, and notice of such Record Date has been provided to stockholders in accordance with applicable law.
The Corporation’s stock ledger and transfer books as of the Record Date reflect the following: (a) [NUMBER] shares of Common Stock issued and outstanding, held of record by [NUMBER] stockholders; (b) [NUMBER] shares of [Series] Preferred Stock issued and outstanding, held of record by [NUMBER] stockholders. Each Consenting Stockholder hereby represents that such Consenting Stockholder’s ownership as set forth on the signature page hereto is accurate as of the Record Date.
WHEREAS, the Board has determined that it is in the best interests of the Corporation and its stockholders to [DESCRIPTION OF CORPORATE ACTION] (the "Transaction"), on the terms and subject to the conditions more particularly described herein and in the agreements and documents referenced herein;
WHEREAS, the Board has unanimously adopted resolutions (a) determining that the terms of the Transaction are fair to, and in the best interests of, the Corporation and its stockholders, (b) approving and declaring advisable the Transaction and the principal terms and conditions thereof, and (c) recommending that the stockholders of the Corporation approve the Transaction and directing that the Transaction be submitted to the stockholders of the Corporation for their approval;
WHEREAS, the Consenting Stockholders have reviewed and considered the terms and conditions of the Transaction, including all agreements, documents, certificates, and instruments related thereto, and have had the opportunity to ask questions of and receive answers from the officers and directors of the Corporation concerning the Transaction and to obtain any additional information necessary to verify the accuracy of any information furnished in connection therewith;
NOW, THEREFORE, BE IT RESOLVED, that the Transaction, on the terms and subject to the conditions described herein and in the documents referenced herein, be, and it hereby is, authorized, adopted, and approved in all respects;
RESOLVED FURTHER, that the Consenting Stockholders hereby confirm that they have been provided with or had access to all information required to be furnished to stockholders under the DGCL, the Certificate of Incorporation, and the Bylaws in connection with the Transaction, and that the Consenting Stockholders waive any right to receive any additional notice, information, or disclosure in connection with the Transaction to the fullest extent permitted by applicable law.
RESOLVED, that the form of [AGREEMENT NAME] by and among the Corporation and the other parties thereto (the "Agreement"), a copy of which has been presented to the Consenting Stockholders and is attached hereto as Exhibit A, be, and it hereby is, approved and adopted in all respects, and the execution, delivery, and performance of the Agreement by the Corporation and the consummation of the transactions contemplated thereby be, and they hereby are, authorized and approved in all respects;
RESOLVED FURTHER, that any officer of the Corporation (each, an "Authorized Officer") be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Corporation, to negotiate, execute, and deliver the Agreement, with such changes, modifications, amendments, supplements, or additions thereto as such Authorized Officer shall approve, such approval to be conclusively evidenced by such Authorized Officer’s execution and delivery thereof, provided that such changes, modifications, amendments, supplements, or additions do not materially and adversely alter the rights or obligations of the Corporation or its stockholders under the Agreement;
RESOLVED FURTHER, that each Authorized Officer be, and each of them hereby is, authorized, empowered, and directed to negotiate, execute, and deliver, in the name and on behalf of the Corporation, any and all schedules, exhibits, annexes, disclosure letters, certificates, instruments, agreements, and other documents contemplated by or related to the Agreement (collectively, the "Ancillary Documents"), with such terms and provisions as such Authorized Officer shall approve, such approval to be conclusively evidenced by such Authorized Officer’s execution and delivery thereof;
RESOLVED FURTHER, that in the event the Agreement requires the approval or consent of the stockholders of the Corporation to any amendment, modification, waiver, or termination thereof, the Consenting Stockholders hereby authorize any Authorized Officer to grant such approval or consent on behalf of the Corporation without the necessity of obtaining any further stockholder approval or consent, to the fullest extent permitted by applicable law, the Certificate of Incorporation, and the Bylaws.
RESOLVED, that the [COMPANY NAME] [YEAR] Equity Incentive Plan (the "Plan"), in the form attached hereto as Exhibit [_], be, and it hereby is, adopted and approved in all respects, and the reservation of [NUMBER] shares of Common Stock for issuance pursuant to awards granted under the Plan (the "Share Reserve") be, and it hereby is, authorized and approved;
RESOLVED FURTHER, that the Share Reserve shall be subject to automatic annual increases on the first day of each fiscal year during the term of the Plan, commencing with the fiscal year beginning on [DATE], in an amount equal to the lesser of (a) [NUMBER] shares of Common Stock, (b) [NUMBER] percent ([NUMBER]%) of the total number of shares of Common Stock outstanding on the last day of the immediately preceding fiscal year (calculated on a fully-diluted basis), and (c) such lesser number of shares as determined by the Board in its discretion prior to the first day of such fiscal year (the "Evergreen Provision");
RESOLVED FURTHER, that the Board (or a committee thereof designated by the Board) be, and it hereby is, authorized and empowered to administer the Plan and to grant awards thereunder, including incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended), nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock-based awards, to eligible participants as determined by the Board (or such committee) in its discretion, subject to the terms and conditions of the Plan;
RESOLVED FURTHER, that the form of Stock Option Agreement, Restricted Stock Agreement, and Restricted Stock Unit Agreement attached as exhibits to the Plan be, and they each hereby are, approved and adopted for use in connection with the Plan.
RESOLVED, that the Chief Executive Officer, President, Chief Financial Officer, Secretary, and any other officer of the Corporation (each, an "Authorized Officer" for purposes of this Consent), acting singly or jointly, be, and each of them hereby is, authorized, empowered, and directed to execute, deliver, file, and record, in the name and on behalf of the Corporation, any and all agreements, documents, certificates, instruments, notices, consents, affidavits, letters, and communications, and to take or cause to be taken any and all actions, as such Authorized Officer may deem necessary, appropriate, or advisable in order to carry out the intent and accomplish the purposes of the foregoing resolutions and to effectuate the Transaction and the Corporate Actions, the execution and delivery of any such agreement, document, certificate, instrument, notice, consent, affidavit, letter, or communication, or the taking of any such action, to be conclusive evidence of such Authorized Officer’s approval thereof and the approval of the Consenting Stockholders;
RESOLVED FURTHER, that each Authorized Officer be, and each of them hereby is, authorized and empowered to designate, appoint, and empower one or more employees, representatives, or agents of the Corporation to act as the authorized signatory or authorized representative of the Corporation for purposes of executing and delivering any agreements, documents, certificates, instruments, or other papers, and taking any actions, contemplated by or necessary to effectuate the resolutions set forth in this Consent, and any such designation, appointment, or empowerment may be made by written instrument executed by an Authorized Officer;
RESOLVED FURTHER, that each Authorized Officer be, and each of them hereby is, authorized and empowered to engage, retain, and compensate, in the name and on behalf of the Corporation, such legal counsel, accountants, financial advisors, consultants, brokers, investment bankers, and other agents and representatives as such Authorized Officer shall determine to be necessary, appropriate, or advisable in connection with the Transaction and the Corporate Actions, on such terms and conditions as such Authorized Officer shall approve.
RESOLVED, that all acts, transactions, agreements, filings, and other actions heretofore taken or made by any officer, director, employee, agent, or representative of the Corporation in connection with, in furtherance of, or otherwise related to the Transaction and the Corporate Actions, including without limitation any negotiations, due diligence investigations, discussions with third parties, engagement of advisors, preparation and review of documents, and the incurrence of fees and expenses, be, and they hereby are, ratified, confirmed, adopted, approved, and affirmed in all respects as the acts, transactions, agreements, filings, and other actions of the Corporation, with the same force and effect as if each such act, transaction, agreement, filing, or other action had been specifically authorized, directed, and approved in advance by the Consenting Stockholders;
RESOLVED FURTHER, that the ratification, confirmation, adoption, approval, and affirmation set forth in the immediately preceding resolution shall extend to and include all acts, transactions, agreements, filings, and other actions taken or made by any officer, director, employee, agent, or representative of the Corporation during the period commencing on [DATE] and ending on the date of this Consent, to the extent that such acts, transactions, agreements, filings, or other actions were taken or made in good faith and in furtherance of the Transaction and the Corporate Actions.
RESOLVED, that each Authorized Officer, acting singly or jointly, be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Corporation, to take any and all actions, and to execute, deliver, file, and record any and all agreements, documents, certificates, instruments, notices, applications, registrations, filings, reports, returns, consents, and other papers, as such Authorized Officer may deem necessary, appropriate, advisable, or desirable in order to carry out fully the intent and accomplish the purposes of each and all of the foregoing resolutions and to comply with all applicable laws, rules, and regulations in connection therewith, including without limitation: (a) making, executing, and filing any and all applications, certificates, registrations, statements, reports, or other documents with the Secretary of State of the State of Delaware, the United States Securities and Exchange Commission, any state securities or "blue sky" authority, or any other federal, state, local, or foreign governmental authority, agency, department, board, commission, or instrumentality; (b) paying any and all fees, taxes, charges, assessments, and other amounts as may be required in connection therewith; (c) publishing any and all notices as may be required by applicable law; (d) engaging, retaining, and compensating any and all agents, representatives, advisors, and consultants as may be necessary or desirable; and (e) taking any and all other actions and executing and delivering any and all other documents, certificates, and instruments as may be required or appropriate in connection with the foregoing;
RESOLVED FURTHER, that any and all actions heretofore or hereafter taken by any Authorized Officer within the scope of the authority conferred by the foregoing resolutions be, and they hereby are, ratified, confirmed, adopted, approved, and affirmed in all respects as the acts and deeds of the Corporation, with the same force and effect as if such actions had been specifically authorized in advance by the Consenting Stockholders;
RESOLVED FURTHER, that the authority granted to the Authorized Officers by this Consent shall continue in full force and effect until the earlier of (a) the completion and full effectuation of the Transaction and the Corporate Actions, including without limitation the completion of all filings, registrations, publications, and other actions required in connection therewith, and (b) the adoption of a subsequent resolution by the stockholders or the Board expressly revoking or modifying such authority.
RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered, and directed to prepare or cause to be prepared, and to execute and file or cause to be filed, with the Secretary of State of the State of Delaware, a Certificate of [Amendment/Merger/Dissolution/Other Filing] (the "Certificate") in substantially the form attached hereto as Exhibit [B], with such changes, modifications, and amendments as any Authorized Officer may approve, such approval to be conclusively evidenced by such Authorized Officer’s execution thereof, provided that the Certificate as so executed is consistent with the resolutions adopted herein;
RESOLVED FURTHER, that the Authorized Officers be, and each of them hereby is, authorized, empowered, and directed to prepare or cause to be prepared, and to execute and file or cause to be filed, any and all certificates, documents, applications, reports, returns, and other instruments required to be filed with the Secretary of State of the State of Delaware or with any other governmental authority of the State of Delaware or of any other state, territory, or jurisdiction (whether domestic or foreign) in which the Corporation is qualified or authorized to transact business, or in which such filing is required or advisable, in connection with the Transaction and the Corporate Actions;
RESOLVED FURTHER, that the Authorized Officers be, and each of them hereby is, authorized, empowered, and directed to pay or cause to be paid any and all filing fees, franchise taxes, recording fees, publication costs, and other charges and expenses required in connection with the preparation, execution, filing, and recording of any and all certificates, documents, applications, reports, returns, and other instruments contemplated by the foregoing resolutions.
This Consent shall be effective (the "Effective Date") as of the date on which the Corporation receives executed counterparts of this Consent (or facsimile or electronic copies thereof) from Consenting Stockholders holding, in the aggregate, not less than the minimum number of votes of outstanding Capital Stock that would be necessary to authorize or take the actions set forth herein at a meeting at which all shares of Capital Stock entitled to vote thereon were present and voted, which minimum number of votes shall be determined by reference to the DGCL, the Certificate of Incorporation, and the Bylaws, as applicable to each action set forth herein.
No meeting of the stockholders of the Corporation shall be required to authorize or approve any of the actions set forth in this Consent. The actions authorized and approved hereby shall have the same force and effect as if adopted at a duly convened annual or special meeting of the stockholders of the Corporation at which a quorum was present and acting throughout, all in accordance with Section 228 of the DGCL.
To the extent that any Corporate Action or filing authorized by this Consent specifies a particular effective date or effective time that is different from the Effective Date (including without limitation a delayed effective date or time specified in any Certificate to be filed with the Secretary of State of the State of Delaware pursuant to Section 103(d) of the DGCL), such Corporate Action or filing shall become effective at such specified date and time notwithstanding the Effective Date of this Consent.
Pursuant to Section 228(c) of the DGCL, this Consent must be delivered to the Corporation within sixty (60) days of the earliest date on which a consent delivered to the Corporation as set forth herein was signed by a Consenting Stockholder. Any consent delivered to the Corporation after the expiration of such sixty (60) day period shall not be effective and shall not be counted toward the minimum number of votes required to authorize the Corporate Actions set forth herein. The Secretary of the Corporation (or any Assistant Secretary) shall record the date of receipt of each counterpart of this Consent and shall verify that all consents were delivered within the sixty (60) day window required by Section 228(c).
The Consenting Stockholders acknowledge that, pursuant to Section 228 of the DGCL, a consent previously delivered to the Corporation may be revoked by a writing delivered to the Corporation at any time before the Corporation has received consents signed by the holders of the minimum number of votes that would be necessary to authorize the Corporate Actions at a meeting at which all shares entitled to vote thereon were present and voted. Upon and after the time that the Corporation has received consents representing the minimum number of votes required to authorize each of the Corporate Actions set forth herein (the "Effective Time"), this Consent shall become irrevocable and may not be withdrawn, revoked, or modified. The Secretary of the Corporation shall promptly determine whether the minimum number of required consents has been received and shall notify the Consenting Stockholders of the Effective Time.
Each Consenting Stockholder acknowledges and agrees that, upon delivery of this executed Consent (or a facsimile or electronic copy hereof) to the Corporation, the consent of such Consenting Stockholder set forth herein shall be irrevocable and may not be withdrawn, revoked, or modified by such Consenting Stockholder, except to the extent that the DGCL expressly provides a right to revoke a consent previously given. Each Consenting Stockholder further acknowledges that, pursuant to Section 228(a) of the DGCL, no revocation of a consent shall be effective after the date on which the Corporation has received consents signed by the holders of the minimum number of votes required to authorize the action set forth herein.
Without limiting the foregoing, each Consenting Stockholder acknowledges and agrees that this Consent constitutes a binding and enforceable obligation of such Consenting Stockholder with respect to the matters set forth herein, and that each Consenting Stockholder has executed and delivered this Consent voluntarily, with full knowledge of its terms and consequences, and after such consultation with legal counsel and other advisors as such Consenting Stockholder has deemed necessary or appropriate.
This Consent may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Any counterpart may be executed and delivered by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, and any such counterpart so delivered shall be deemed to have been duly and validly executed and delivered and shall be valid and enforceable for all purposes, with the same force and effect as if such counterpart were an original wet-ink executed document.
Each Consenting Stockholder agrees that such Consenting Stockholder’s electronic signature (including any digital signature, e-signature, or signature transmitted by facsimile, email, or other electronic means) affixed to this Consent shall be valid and binding for all purposes and shall have the same force and effect as an original wet-ink signature. This Consent and any counterpart hereof shall be deemed to constitute a writing signed by the Consenting Stockholders for purposes of Section 228 of the DGCL. The words "execution," "execute," "signed," "signature," and words of similar import in or related to this Consent shall be deemed to include electronic signatures, deliveries, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature, physical delivery thereof, or the use of a paper-based recordkeeping system, as the case may be, to the fullest extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA), and the Delaware Uniform Electronic Transactions Act (6 Del. C. Section 12A-101 et seq.).
It shall not be necessary for all Consenting Stockholders to sign the same counterpart of this Consent, and the signature of any one Consenting Stockholder on any counterpart hereof shall be sufficient evidence of such Consenting Stockholder’s consent to the actions set forth herein.
RESOLVED, that the Secretary of the Corporation (or any Assistant Secretary or other officer duly authorized by the Board) be, and hereby is, authorized and directed to file this Consent, together with all counterparts and copies thereof received by the Corporation, with the minutes of the proceedings of the stockholders of the Corporation maintained in the Corporation’s minute book, and to maintain this Consent as part of the permanent corporate records of the Corporation in accordance with Section 228(a) of the DGCL;
RESOLVED FURTHER, that, in accordance with Section 228(e) of the DGCL, the Secretary of the Corporation (or any Assistant Secretary or other officer duly authorized by the Board) be, and hereby is, authorized and directed to give prompt notice (the "Section 228(e) Notice") of the taking of the Corporate Actions set forth in this Consent, without a meeting and by less than unanimous written consent, to those stockholders of record who were entitled to vote on the Corporate Actions and who have not executed and delivered this Consent. The Section 228(e) Notice shall be given in accordance with Section 232 of the DGCL and shall be sent not later than ten (10) calendar days after the Effective Date. The Section 228(e) Notice shall describe in reasonable detail the Corporate Actions taken by this Consent and shall include such additional information as may be required by the DGCL, the Certificate of Incorporation, or the Bylaws;
RESOLVED FURTHER, that if the Corporate Actions authorized by this Consent are of a type that would have required the filing of a certificate under any provision of the DGCL if such actions had been voted on by the stockholders at a meeting thereof, the certificate so filed shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.
Each Consenting Stockholder hereby (a) acknowledges that no meeting of the stockholders of the Corporation is required to authorize or approve the Corporate Actions set forth in this Consent, (b) waives any and all requirements of notice (whether statutory, contractual, or otherwise) with respect to the Corporate Actions, including without limitation any notice that would otherwise be required to be given to such Consenting Stockholder under the DGCL, the Certificate of Incorporation, or the Bylaws in connection with the calling and holding of any annual or special meeting of stockholders of the Corporation at which the Corporate Actions would otherwise have been submitted for stockholder approval, and (c) acknowledges that the Corporate Actions set forth in this Consent do not require the calling or holding of any annual or special meeting of stockholders of the Corporation and that no prior notice to any stockholder of the Corporation is required in connection with the adoption of this Consent.
The Consenting Stockholders acknowledge that their execution and delivery of this Consent is made pursuant to Section 228 of the DGCL, which expressly authorizes corporate action by written consent of stockholders in lieu of a meeting, without prior notice, provided that the consent is signed by stockholders holding 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. The Consenting Stockholders further acknowledge that the Certificate of Incorporation does not contain any provision restricting or prohibiting action by written consent of stockholders, and that the Bylaws expressly contemplate and authorize action by written consent of stockholders in accordance with the DGCL.
The waiver set forth in this section shall not affect or impair the rights of non-consenting stockholders to receive the Section 228(e) Notice described in the preceding section, and the Corporation shall comply in all respects with the notice requirements of Section 228(e) of the DGCL with respect to such non-consenting stockholders.
This Consent, and all matters arising out of or relating to this Consent, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Each Consenting Stockholder hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, any state or federal court located in the State of Delaware) in connection with any suit, action, or proceeding arising out of or relating to this Consent. Each Consenting Stockholder hereby irrevocably waives, to the fullest extent permitted by law, any objection that such Consenting Stockholder may now or hereafter have to the laying of venue of any such suit, action, or proceeding in any such court, and any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.
IN WITNESS WHEREOF, each Consenting Stockholder has executed this Written Consent of Stockholders as of the date set forth below such Consenting Stockholder’s name.
[STOCKHOLDER NAME]
By: ___________________________________
Name: ___________________________________
Title: ___________________________________ (if signing on behalf of an entity)
Number of Shares of Common Stock Held: ___________________________________
Number of Shares of Preferred Stock Held: ___________________________________
Class/Series of Preferred Stock: ___________________________________
Total Voting Power Represented: ___________________________________%
Date of Execution: [DATE]
Address for Notice: ___________________________________
Email Address: ___________________________________
ACKNOWLEDGED AND RECEIVED BY THE CORPORATION:
[COMPANY NAME]
By: ___________________________________
Name: ___________________________________
Title: Secretary
Date Received: ___________________________________
This template is provided for informational purposes only and does not constitute legal advice. Consult a qualified attorney before using this document.