Mindel Scott

The Legal Capital of a Corporation May Be Any of the following except the

(f) A statement under penalty of perjury by the secretary or an alternate secretary or transfer agent or any other agent of the Company that a notice has been made shall, unless there has been fraud, constitute prima facie evidence of the facts set forth therein. (c) For purposes of this Chapter, “share register” means 1 or more records maintained by or on behalf of the Company showing the names of all registered shareholders of the Company, the address and number of shares registered in the name of each such shareholder and all issues and transfers of shares of the Company in accordance with section 224 of this Title. The share register is the only proof of which shareholders are entitled, under this section, to consult the list required by this section or to vote in person or by proxy at a meeting of shareholders. (2) Such lack of jurisdiction shall be brought to the attention of the secretary or alternate secretary of the corporation, the assignor or any other person responsible for the termination, provided, however, that the accidental failure to discover such incapacity does not invalidate any meeting or other act. (b) If the Corporation or any officer or representative of the Corporation refuses to permit a shareholder to examine the list, that shareholder may apply to the Court of Chancery for an injunction requiring the Corporation to authorize such review. The onus is on the corporation to prove that the audit requested by that shareholder serves a purpose that is not relevant to the meeting. The court may summarily order the Society to authorize the examination of the list under such conditions as it considers appropriate and may issue such additional orders as it deems appropriate, including, but not limited to, the postponement of the session or the cancellation of the results of the meeting. (g) Nothing in this Division, except paragraphs (a)(1), (d), (2) and (d)(3) of this Division, applies to sections 164, 296, 311, 312 or 324 of this Title. (b) A depositary appointed under this Section shall have all the powers and titles of an insolvency practitioner appointed under Article 291 of this Title, but the power of the depositary shall be to continue the business of the Corporation and not to liquidate its affairs and distribute its assets, unless otherwise ordered by the court and except in cases arising out of paragraph (a)(3) of this Section or Article 352(a)(2) of this title. Where termination is required by any provision of this Chapter or by the instruments of incorporation or articles of association, a written waiver signed by the person entitled to denounce or a waiver by electronic transmission by the person entitled to give notice, whether before or after the date specified therein, shall be deemed to constitute a notification. A person`s participation in a meeting constitutes a waiver of the calling of such a meeting, unless the person attends a meeting to expressly object, at the beginning of the meeting, to the conduct of business, because the meeting is not legally called or called. Neither the business to be entered into nor the subject matter of a regular or special meeting of shareholders, directors or members of a committee of directors need be specified in a written waiver of notice or waiver by electronic transmission, except as required by the memorandum or articles of association. (2) the affairs of the Société suffer or are threatened with irreparable harm because the directors are so divided with regard to the management of the affairs of the Société that the vote required for the shares of the board of directors cannot be obtained and the shareholders cannot put an end to the division; or (a) whenever notice under a provision of this chapter or of the certificate of incorporation or articles of incorporation of a corporation is required of a person with whom the disclosure is unlawful, service of such notice on that person is not required and there is no obligation to seek a licence or approval from any government agency or authority; to give such notice to that person.

Any act or meeting undertaken or held without notice to such a person with whom the communication is unlawful shall have the same force and effect as if such communication had been duly made. Where the action taken by the company requires the presentation of a certificate in accordance with any of the other articles of this Title, the certificate, if this is the case and notification is required, shall indicate that such notification has been made to all persons entitled to notification, except those with whom the communication is unlawful. (c) Unless otherwise provided in the By-Laws, the adjourned meeting need not give notice of the adjourned meeting when the time, place and means of remote communication are available (including an adjournment to remedy a technical failure in the convening or continuation of a meeting, when the time, place, if any, and means of distance communication are available; All instances in which shareholders and proxies may be present and vote in person and at the adjourned meeting must be (i) announced at the meeting at which the adjournment is held, (ii) posted during the period allotted for the meeting on the same electronic network that allows shareholders and proxies to attend the meeting by means of remote communication; or (iii) specified in the notice of the meeting. in accordance with subparagraph (a) of this article. At the adjourned meeting, the corporation may enter into any business that could have been settled at the original meeting. If the deferral lasts more than 30 days, each shareholder entitled to vote must be notified of the adjourned meeting.