Certificate of Designations. The Certificate of Designations shall have been duly filed with the Secretary of State of the State of Delaware, and the Company’s Second Amended and Restated Certificate of Incorporation, as amended by the Certificate of Designations (the “Charter”), shall be in full force and effect.
Appears in 2 contracts
Samples: Registration Rights Agreement (INNOVATE Corp.), Investment Agreement (Hc2 Holdings, Inc.)
Certificate of Designations. The Certificate of Designations shall have been duly adopted and executed and filed with the Secretary of State of the State of Delaware. The Company shall not have adopted or filed any other document designating terms, and relative rights or preferences of the Company’s Second Amended and Restated Certificate of Incorporation, as amended by the Shares. The Certificate of Designations (the “Charter”), shall be in full force and effecteffect as of the Closing under the laws of Delaware and shall not have been amended or modified, and a copy of the Certificate of Designations certified by the Secretary of State of the State of Delaware shall have been delivered to Purchaser Counsel.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Ares Corporate Opportunities Fund Lp), Preferred Stock Purchase Agreement (Hanger Orthopedic Group Inc)
Certificate of Designations. The Certificate of Designations shall have been duly filed with the Secretary of State of Delaware. There shall have been no changes to the State of Delaware, and the Company’s Second Amended and Restated Certificate of Incorporation, as amended by Incorporation or by-laws of the Certificate Company since the date of Designations (the “Charter”), shall be in full force and effectthis Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (North Fork Bancorporation Inc), Stock Purchase Agreement (Fleet Boston Corp)
Certificate of Designations. The Certificate of Designations shall have been duly adopted and executed and filed with the Secretary of State of the State of Delaware. The Company shall not have adopted or filed any other document designating terms, and relative rights or preferences of the Company’s Second Amended and Restated Certificate of Incorporation, as amended by the Shares. The Certificate of Designations (the “Charter”), shall be in full force and effect.effect as of the Closing under the laws of Delaware and shall not have been amended or modified, and a copy of the Certificate of Designations certified by the Secretary of State of the State of Delaware shall have been delivered to Purchaser Counsel;
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Wca Waste Corp), Preferred Stock Purchase Agreement (Global BPO Services Corp)
Certificate of Designations. The Certificate of Designations Company shall have been duly adopted and filed with the Secretary of State of the State of Delaware, and the Company’s Second Amended and Restated Certificate of Incorporation, as amended by Delaware the Certificate of Designations (and the “Charter”)Company shall have delivered to the Investors a copy of the filed Certificate of Designations with appropriate evidence from the Secretary of State of the State of Delaware that the filing has been accepted, shall be in full force and effector, if a filed copy is unavailable, a certificate signed on behalf of the Company certifying to the effect that the filing of the Certificate of Designations has been accepted by the Secretary of State of the State of Delaware.
Appears in 2 contracts
Samples: Business Combination Agreement (Banyan Acquisition Corp), Business Combination Agreement (Banyan Acquisition Corp)
Certificate of Designations. The Certificate of Designations shall have been duly filed with the Secretary of State of the State of Delaware, and the Company’s Second Amended and Restated Certificate of Incorporation, Delaware as amended provided by Delaware law; neither the Certificate of Incorporation nor Certificate of Designations (the “Charter”)shall have been amended since such filing, shall be in full force and effectexcept as contemplated by Section 5.10 below.
Appears in 1 contract
Samples: Series C Convertible Preferred Stock Purchase Agreement (Global Pharmaceutical Corp \De\)
Certificate of Designations. The Series A Certificate of Designations shall have been duly adopted and executed and filed with the Secretary of State of the State of Delaware. The Company shall not have adopted or filed any other document designating terms, and relative rights or preferences of the Company’s Second Amended and Restated Certificate of Incorporation, as amended by the Shares. The Series A Certificate of Designations (the “Charter”), shall be in full force and effect.effect as of the Closing under the laws of the State of Delaware and shall not have been amended or modified, and a copy of the Series A Certificate of Designations certified by the Secretary of State of the State of Delaware shall have been delivered to Purchaser Counsel;
Appears in 1 contract
Certificate of Designations. The Certificate of Designations Company shall have been duly executed and filed with the Secretary of State of the State of Delaware, and the Company’s Second Amended and Restated Certificate of Incorporation, as amended by the Certificate of Designations (in accordance with the “Charter”), applicable requirements of Delaware law and shall be in full force and have furnished Purchaser with a certificate of the Delaware Secretary of State to that effect.
Appears in 1 contract
Certificate of Designations. The Company shall have filed with the Delaware Secretary the Certificate of Designations, and shall not have filed any amendment thereto. The Certificate of Designations shall have been duly filed with the Secretary of State of the State of Delaware, and the Company’s Second Amended and Restated Certificate of Incorporation, as amended by the Certificate of Designations (the “Charter”), shall be in full force and effect.
Appears in 1 contract
Certificate of Designations. The With respect to the Second Closing only, the Certificate of Designations shall have been duly adopted and executed and filed with the Secretary of State of the State of Delaware. The Company shall not have adopted or filed any other document designating terms, relative rights or preferences of the Shares. The Certificate of Designations shall not have been amended or modified, and the Company’s Second Amended and Restated Certificate a copy of Incorporation, as amended by the Certificate of Designations (certified by the “Charter”), Secretary of State of the State of Delaware shall be in full force and effecthave been delivered to Gores.
Appears in 1 contract
Certificate of Designations. The Certificate of Designations shall have been duly filed with the Secretary of State of the State of Delaware, Delaware and the Company’s Second Amended and Restated Certificate of Incorporation, as amended by Convertible Preferred Share shall have been duly authorized in accordance with the Certificate of Designations (the “Charter”), shall be in full force and effectterms thereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Aurora Electronics Inc)
