Articles, both prior and subsequent to the Key Charter Amendment, allow only
such preemptive rights as the Key Board of Directors, in its sole discretion,
may authorize. At this time, the Key Board has not authorized any such rights.
Transferability of Shares
Neither the Key Articles nor the WellTech Charter limits the
transferability of any shares of stock.
Key. MGCL permits a special meeting of stockholders to be called by the
President, the Board of Directors, by holders of at least 25% of shares entitled
to vote or any other person specified in the charter or by-laws. The Key By-Laws
permit a special meeting of stockholders to be called by the Chairman of the
Board, the President, a majority of the Board of Directors or upon a written
request of at least 25% of all votes entitled to be cast. Unless requested by
stockholders entitled to cast a majority of all votes, a special meeting need
not be called to consider any matter which is substantially the same as a matter
voted on at any special meeting during the previous 12 months.
WellTech. Under DGCL, a special meeting of stockholders may be called
by the Board of Directors or such other persons as are authorized by the
certificate of incorporation or by-laws. The WellTech By-Laws authorize the
Board of Directors or the holders of at least 1/10th of all outstanding shares
of stock entitled to vote to call a special meeting.
Corporate Action Without A Meeting
Key. Under MGCL, any action to be taken at a meeting of stockholders
may be taken without a meeting if a unanimous written consent is signed by each
stockholder entitled to vote on the matter. The Key By-Laws permit corporate
action without a meeting of stockholders in accordance with the parameters set
forth in MGCL.
WellTech. Unless otherwise provided for in charter or by-laws, DGCL
permits corporate action without a stockholders' meeting, without prior notice
and without a vote of stockholders, upon receipt of the written consent of that
number of shares that would be necessary to authorize the proposed corporate
action at a meeting at which all shares entitled to vote thereon were present
and voting. WellTech's Charter and By-Laws do not prohibit such action. Prompt
notice of the taking of action without a meeting by less than unanimous written
consent must be given to all stockholders who have not consented in writing.
Key. Under MGCL, the Board of Directors has the power to declare and
pay dividends in cash, property or securities of the corporation unless the
declaration of such dividends would be contrary to the charter. MGCL further
provides that no distribution may be made (i) if the corporation would become
unable to pay its debts as they become due in the usual course of business or