Sample Resolutions to Effect a Simple Reverse Stock Split, with No Change in Par Value Or Total Authorized Shares NOTICE of ACTI
Total Page:16
File Type:pdf, Size:1020Kb
Sample resolutions to effect a simple reverse stock split, with no change in par value or total authorized shares NOTICE OF ACTION BY WRITTEN CONSENT OF THE HOLDERS OF SHARES IN THE COMMON STOCK OF ________________________, INC. Please take note, pursuant to Section ___ of Article __ of the Bylaws of _______, Inc., a Delaware corporation (the “Corporation”), and pursuant to the provisions of the General Corporation Law of the State of Delaware, holders of more than fifty per cent. of the voting rights attributable to shares in the Common Stock of the Corporation exercisable at a meeting of shareholders of the Corporation (the “Stockholders”) have given their written consent to the adoption of the following resolutions: WHEREAS: That the Board of Directors (the “Board”) of the Corporation, at a special meeting on ______________, in accordance with Sections141 and 242 of the General Corporation Law (“GCL”) approved a resolution, declaring said resolution to be advisable, calling for the submission of the following resolution at the next annual meeting of stockholders: RESOLVED that the Board be authorized to effect a reverse split of the Corporation’s outstanding common stock, at an exchange ratio of __-to-1 (The “Reverse Split”). RESOLVED, that any officer of the Corporation be, and each of them hereby is, authorized and directed to execute and deliver on behalf and in the name of the Corporation all such other supporting or related documents and instruments and to make any such filings with the appropriate governmental agencies and exchanges, and incur any cost or expense in connection therewith as may be determined by any such officer to be reasonably necessary to accomplish the purposes of these Resolutions and to do all other things and acts which any such officer may determine to be necessary and appropriate to carry out the purposes of these Resolutions (as conclusively evidenced by the taking of such action or the execution and delivery of such instruments, documents or amendments, as the case may be) and all actions heretofore taken by any director or officer of the Corporation in connection with the subject of the foregoing recitals and Resolutions are, and it hereby is, approved, ratified and confirmed in all respects as the act and deed of the Corporation; and it is further RESOLVED, that the action taken by this Consent shall have the same force and effect as if taken at a meeting of the Stockholders of the Corporation, duly called; and it is further, RESOLVED, that this Consent may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall be deemed one and the same document. This Consent may be executed by facsimile signature. 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 acting by written consent in accordance with Section 228 of the GCL, the foregoing resolutions were adopted approving the Reverse Split. And, accordingly, such action may duly be taken without a meeting, without prior notice and without a vote. _______________________________ Secretary ___________________[date] .