FURTHER RESOLVED, that the Board hereby directs that the Potentially Defective Corporate Acts shall be submitted to the stockholders of the Company for the stockholders to ratify such acts under Section 204 of the DGCL and under common law, and the Board hereby recommends that the stockholders ratify the Potentially Defective Corporate Acts;
FURTHER RESOLVED, that the duly appointed officers of the Company (the “Authorized Officers”) be, and each hereby is, authorized, empowered and directed, for and on behalf of the Company, to submit the proposals to ratify the Potentially Defective Corporate Acts at 2021 Annual Meeting of Stockholders of the Corporation (as the same may be adjourned and/or postponed, the “Annual Meeting”) of the Company’s stockholders, which meeting shall be held on September 15, 2021 at 10:00 a.m., local time, via live webcast, and further directed to provide notice of the Annual Meeting in accordance with Section 204(d) of the DGCL to the stockholders entitled to vote thereon and to all other holders entitled to notice thereunder;
FURTHER RESOLVED, that the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting shall be the close of business on July 19, 2021 (unless the Board subsequently fixes a different record date for such purposes);
FURTHER RESOLVED, that the Authorized Officers be, and each of them individually hereby is, authorized, empowered and directed in the name and on behalf of the Company to prepare or have prepared a proxy statement and such other definitive proxy materials in connection with the Annual Meeting, as may be required by the Company’s by-laws and applicable federal securities and state corporate laws and regulations, to be filed with or delivered to the SEC and Nasdaq, as applicable, and distributed to stockholders in connection with the Annual Meeting;
FURTHER RESOLVED, that the Board hereby recommends that the stockholders entitled to vote thereon approve the ratification of the Potentially Defective Corporate Acts;
FURTHER RESOLVED, that at any time before the “validation effective time,” as such term in used in Section 204 of the DGCL, in respect of the Potentially Defective Corporate Acts identified in the foregoing resolutions, notwithstanding approval of the ratification of such Potentially Defective Corporate Acts by the stockholders of the Company, the Board may abandon the ratification of such Potentially Defective Corporate Acts without further action of the stockholders of the Company;
FURTHER RESOLVED, that, following the ratification by the stockholders of the Company of the Potentially Defective Corporate Acts identified in the foregoing resolutions, the Authorized Officers be, and each of them individually hereby is, authorized to execute a certificate of validation in respect of such applicable Potentially Defective Corporate Acts and to cause such certificate of validation to be filed with the State Office, with such certificate of validation to be in such form and filed at such time as any such Authorized Officer may deem advisable (the advisability of which shall be conclusively evidenced by the execution and filing of such certificate of validation); and
FURTHER RESOLVED, that in addition to the ratification permitted by Section 204 of the DGCL, the Board hereby approves, adopts, confirms and ratifies the Potentially Defective Corporate Acts identified in the foregoing resolutions for all purposes of, and to the fullest extent permitted by, the common law of Delaware or any other applicable law.
2. General Authority
RESOLVED, that all actions heretofore taken and all documentation heretofore delivered by the Authorized Officers in furtherance of the foregoing resolutions are hereby ratified, adopted, approved and confirmed and declared to be binding and enforceable obligations of the Company in accordance with the respective terms and provisions thereof; and
FURTHER RESOLVED, that the Authorized Officers be, and each of them acting alone hereby is, authorized, empowered and directed to take, or cause to be taken, any and all other such acts and actions and to prepare, execute and deliver, or cause to be prepared, executed and delivered any and all such other documents, instruments, certificates, filings and papers in the name and on behalf of the Company, under its corporate seal or otherwise, and to incur and to pay all such fees and expenses as they, or any one of them shall deem necessary, proper or advisable in order to carry out the full intent and purpose of the foregoing resolutions.