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Shareholder Written Consent
Confidential -- For Preview Purposes Only
Shareholder Written Consent - attorney-drafted template. Party names and deal-specific details have been replaced with neutral placeholders. Review before use.
[COMPANY NAME]
a Delaware corporation
________________________________________
WRITTEN CONSENT OF
THE STOCKHOLDERS
________________________________________
The undersigned stockholders of [COMPANY NAME], a Delaware public benefit corporation (the “Company”), pursuant to authority to act without a meeting pursuant to Pursuant to Section 228 of the Delaware General Corporation Law and the Bylaws consents to the following actions and adopts the following resolutions by written consent without a meeting; such written consent is in lieu of a special meeting of the Corporation's shareholders and shall be filed in the Corporation’s Minute Book.
AMENDMENT OF CERTIFICATE OF INCORPORATION
WHEREAS, the Company has authorized the issue of up to [CURRENT NUMBER] stock options under the Company’s Certificate of Incorporation.
WHEREAS, the Company’s Board of Directors (the “Board”) has determined it is advisable and in the best interest of the Company to increase the number of stock options from [CURRENT NUMBER] options to [NEW NUMBER] options.
NOW THEREFORE, BE IT RESOLVED, that the stockholders of the Company hereby consent to and approve the amendment of the Certificate of Incorporation to increase the number of shares subject to and made available to pursuant to the Certificate of Incorporation [N] stock options.
FURTHER RESOLVED, that the officers of the Company be, and they are hereby, authorized and directed to execute any and all such other documents and to take any and all such other actions as they may deem reasonable and proper to carry out the intent of the foregoing resolutions.
FURTHER RESOLVED, that any actions previously taken in good faith by any of the officers of the Company, and any and all documents, agreements and instruments previously executed, delivered or performed in good faith on behalf of the Company by any of its officers, in carrying out the intent of the foregoing resolution be, and they are hereby, ratified, approved, authorized and confirmed to be the acts of the Company.
AMENDMENT OF STOCK PLAN
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Shareholder Written Consent
M&A Agreements