Sample Notice Of Action By Written Consent Of The Holders Of Shares In The Common Stock Template printable pdf download

Sample resolutions to increase 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 Section 228 of the Delaware General Corporation Law, 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, the Corporation’s Board of Directors (the “Board”) believes that it is in the best interest of the

Corporation to restructure the Corporation’s balance sheet; and

WHEREAS, in order to facilitate the restructuring of the Corporation’s balance sheet, the Board deems it

advisable to increase the Corporation’s authorized common stock from _______________ shares of common stock, par

value $0.__ per share, to ___________ shares of common stock, par value $0.___ per share (the “Increase”); and

WHEREAS, the Stockholders believe that the Increase is in the best interest of the Corporation and its

stockholders as it will provide the Corporation with the capital necessary to fully execute on its business plan; and

WHEREAS, the Stockholders deem it advisable to undertake the Increase.

NOW, THEREFORE, it being in the best interests of the Corporation, it is hereby:

RESOLVED, that the Corporation is authorized to amend its Certificate of Incorporation to effectuate the

Increase; and it is further

RESOLVED, that any officer of the Corporation be, and each of them hereby is, authorized to cause to be

prepared and filed with the Secretary of State of the State of Delaware, a Certificate of Amendment of the Corporation’s

Certificate of Incorporation substantially in the form annexed hereto as Exhibit A; and it is further,

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.

Sample Notice Of Action By Written Consent Of The Holders Of Shares In The Common Stock Template