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Does written consent have to be unanimous?

Since written consents must be unanimous, they are also good evidence to third parties doing due diligence that a companys Board solidly supported a particular action.

What is a consenting shareholder?

Shareholder Consent means the action taken by the holders of a majority of the issued and outstanding voting securities of the Company, approving, by written consent dated September 8, 2022, the adoption of the Amendment.

What Is shareholder approval required for?

Shareholder approval is required for the issuance of securities convertible into or exercisable for common stock if the stock that can be issued upon conversion or exercise exceeds the applicable percentages. This is the case even if such convertible or exchangeable securities are not to be listed on the NYSE.

What is a written consent of Board of Directors?

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a written consent, setting forth the action so taken, is signed by all the Directors and filed with the minutes of the proceedings of the Board of Directors.

What is a board written consent?

A Written Consent is used to allow the Board, Shareholders or Board Committees to make decisions without a meeting. Unlike the case with physical meetings, this generally requires unanimous consent and signature (and not just signoff by a chairman).

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