action that requires under MGCL a vote of more than a majority of shares shall
be valid if authorized by a majority of the total shares of all classes
outstanding and entitled to vote thereon.
WellTech. DGCL generally requires the affirmative vote of the holders
of a majority of the outstanding shares entitled to vote thereon. It provides
for any class or series of stock to vote as a class for the proposed amendment
if the amendment would increase or decrease the number of authorized shares or
change the number or par value of the aggregate authorized shares of a class or
series, unless the charter provides otherwise and also provides for class voting
if the amendment would alter or modify the powers, preferences or special rights
of the shares of such class to affect such class adversely.
Key. Under MGCL, the power to adopt, alter and repeal by-laws of the
corporation is vested in the stockholders, unless the charter or the by-laws
provide otherwise. The Key By-Laws grant the power to amend such By-Laws to both
the stockholders and the Board of Directors.
WellTech. DGCL provides that the by-laws of a corporation may be
amended by the vote of a majority of the Board of Directors if so provided in
the charter. WellTech Charter and By-Laws permit the Board of Directors to amend
the By-Laws by a majority vote. The Board of Directors authority to adopt, amend
or repeal the by-laws of a corporation does not divest or limit the power of
stockholders to adopt, amend or repeal by-laws. Any amendment by the Board of
Directors to the by-laws may be subsequently changed by the affirmative vote of
holders of a majority of the shares entitled to vote thereon.
Both DGCL and MGCL provide that, unless otherwise provided in a
corporation's charter, each share of stock is entitled to one vote. The Key
Articles prohibit the Board of Directors from creating any class of stock that
will have more than one vote per share. MGCL also limits certain voting rights
of "control shares" held by persons who, directly or indirectly, have the power
to exercise (i) one-fifth or more, but less than one-third, (ii) one-third or
more, but less than a majority, or (iii) a majority or more of all voting power
in the election of directors. Under the Key By-Laws, Key is not subject to these
restrictions. There is no similar limitation under DGCL.
Unless otherwise provided in the charter, DGCL does not grant any
preemptive rights to the stockholders. The WellTech Charter does not grant
preemptive rights. MGCL provided preemptive rights with respect to charters
filed before October 1, 1995 unless the charter stated otherwise. The Key