Adoption and Amendments Sample Clauses

Adoption and Amendments. 6.1 By-Laws may be adopted or amended at any regular or special meeting by a two-thirds (2/3) membership vote of the Board of Directors provided written notice has been submitted to the membership at the previous regular monthly meeting. Proposed amendments may themselves be amended by a majority vote of the Board of Directors at the meeting, provided such amendments do not alter the intent of the proposed amendment as originally submitted. Amendments shall become effective upon passage, unless the amendment stipulated the date it is to become effective. 6.2 A policy or procedure can be adopted at any regular or special meeting by a majority vote of the Board of Directors. Any policy or procedure can be waived by a two-thirds (2/3) membership vote of the Board of Directors.
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Adoption and Amendments. This constitution and any amendments or added By Laws shall be determined by a two-thirds majority vote of the membership. Any amendments to this constitution will be submitted in writing through the 341st Force Support Squadron Resource Management Flight chief for review by the Staff Judge Advocate and final approval by the Wing Commander. Amendments or added By Laws will become effective upon approval of the Wing Commander.
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Adoption and Amendments. Adoption of Agreement 6.1 This Agreement will be subject to the condition that it be approved by each of the Amalgamating Companies in the manner required by section 271(1) or 271(6) of the Act. Amendment 6.2 Following the adoption of this Agreement by the shareholders of each of the Amalgamating Companies, the Amalgamating Companies may, as authorized by resolution of their respective boards of directors, make any alteration or modification of this Agreement and every alteration and modification so effected will be binding on the parties.
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Adoption and Amendments. Subject to any limitation contained in any certificate of designation, these By-Laws may be amended or repealed and any new By-Laws may be adopted by the Board of Directors; provided that these By-Laws and any other By-Laws amended or adopted by the Board of Directors may be amended, may be reinstated, and new By-Laws may be adopted, by the stockholders of the Corporation entitled to vote at the time for the election of directors. EXHIBIT H [LETTERHEAD OF PETRXX XXXCXXXX, X.L.P.] November 13, 1996 To each of the Investors who is a party to the Stock Purchase Agreement referred to below Gentlemen: We have acted as counsel to Park 'N View, Inc., a corporation organized and existing under the laws of Delaware (the "Company"), in connection with the sale of Series B 7% Cumulative Convertible Preferred Stock (the "Securities") pursuant to the Stock Purchase Agreement, dated as of November 13, 1996 (the "Stock Purchase Agreement"), by and among the Company and each of the investors who are parties thereto (the "Investors"). Capitalized terms used herein without definition have the meanings ascribed to them in the Stock Purchase Agreement. This opinion is being rendered pursuant to Section 5.17 of the Stock Purchase Agreement. In connection with this opinion, we have examined originals or copies of the following documents: 1. Stock Purchase Agreement and all schedules and exhibits thereto; 2. Securities Restriction Agreement, the Amended and Restated Securityholders' Agreement and Exchange Agreement and the Registration Rights Agreement (collectively, the "Ancillary Agreements"); 3. Certificate of Designation of Series B Stock of the Company filed with the Delaware Secretary of State on the date hereof; 4. Amended Certificate of Designation of Series A Stock of the Company filed with the Delaware Secretary of State on the date hereof; 5. Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on the date hereof; 6. Unanimous Written Consent of the Board of Directors of the Company, dated November 11, 1996, authorizing the execution, delivery and performance of the Stock Purchase Agreement and the Ancillary Agreements; the offer, issuance, sale and delivery of the Securities and all transactions relating thereto; the amendments to the Certificate of Incorporation and Bylaws of the Corporation; the filing of the Certificate of Designation of the Series B Stock; and the filing of the Amended Certificate of Designation of t...
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Adoption and Amendments. These Articles of Incorporation/This Operating Agreement shall be adopted and may be amended by an affirmative vote of the majority of the Leelanau County Board of Commissioners and the Grand Traverse Board of Commissioners elect.
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Adoption and Amendments. A. RATIFICATION REQUIRES A TWO-THIRDS VOTE OF THE RESIDENT FACULTY.
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Adoption and Amendments. These By-laws may be altered, amended or repealed or new By-laws may be adopted by the Board; provided, however, that these By-Laws and any other By-laws amended or adopted by the Board may be amended, may be repealed, and new By-laws may be adopted, by the stockholders of the Corporation entitled to vote at the time for the election of directors.
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Adoption and Amendments 
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Related to Adoption and Amendments

  • Modification and Amendments If a Fund shall determine that the coverage required by Rule 17g-1 for the Fund has changed, or that the amount of the total coverage allocated to the Fund should otherwise by modified, it shall so notify the other Funds and shall set forth the modification which it believes to be appropriate, and the proposed treatment of any increase in or return of premium paid to the insurance company. Within 60 days after such notice, the Funds shall seek the approvals required by Rule 17g-1, and if the approvals are obtained, shall effect an amendment to this Agreement and the bond. Any Fund may terminate this Agreement (except with respect to losses occurring prior to such withdrawal) by giving at least 60 days’ written notice to the other Funds and to the Commission before the effective date of such termination. The Fund terminating the Agreement shall thereafter be removed as a named insured under the bond in accordance with Rule 17g-1 and the Fund shall be entitled to receive a pro rata portion of any return of premium paid to the insurance company.

  • Alterations and Amendments This Agreement, applicable fees and service charges may be altered or amended from time-to-time. In such event, we will provide notice to you. Any use of the Service after we provide you a notice of change will constitute your agreement to such change(s). Further, we may, from time to time, revise or update the applications, services, and/or related material, which may render all such prior versions obsolete. Consequently, we reserve the right to terminate this Agreement as to all such prior versions of the applications, services, and/or related material and limit access to only the Service's more recent revisions and updates.

  • Entirety and Amendments This Agreement embodies the entire agreement between the parties and supersedes all prior agreements and understandings relating to the Property. This Agreement may be amended or supplemented only by an instrument in writing executed by the party against whom enforcement is sought.

  • Supplements and Amendments This Agreement may be amended by the Depositor and the Owner Trustee, without the consent of any of the Noteholders or the Certificateholder, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or the Certificateholder, provided further that 10 days’ (or, in the case of Fitch, 10 Business Days’) prior written notice of any such amendment be made available to each Rating Agency by the Administrator and, if Moody’s notifies the Owner Trustee that such amendment will result in a downgrading or withdrawal of the then-current rating of any class of the Notes, such amendment shall become effective with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes; provided further that any solicitation of such consent shall disclose the downgrading or withdrawal that would result from such amendment. This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available to the Rating Agencies by the Administrator, with the consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Certificateholder (which consents will not be unreasonably withheld) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholder or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes required to consent to any such amendment or eliminate the consent of the Certificateholder to any such amendment, without the consent of the holders of all the outstanding Notes and the Certificate. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Certificateholder, the Indenture Trustee and the Administrator, which shall make such notification available to each of the Rating Agencies. It shall not be necessary for the consent of the Certificateholder, the Noteholders or the Indenture Trustee pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent to the execution of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

  • Modifications and Amendments The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.

  • Modification and Amendment This Agreement may not be changed, modified, discharged or amended, except by an instrument signed by all of the parties hereto.

  • Integration and Amendment This Agreement represents the entire and integrated agreement between the Town and the Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. Any amendments to this Agreement must be in writing and be signed by both the Town and the Contractor.

  • Duration, Termination and Amendments This Agreement shall become effective as of the date first written above and shall continue in effect thereafter for two years. This Agreement shall continue in effect from year to year thereafter for so long as its continuance is specifically approved, at least annually, by: (i) a majority of the Board of Trustees or the vote of the holders of a majority of the Portfolio’s outstanding voting securities; and (ii) the affirmative vote, cast in person at a meeting called for the purpose of voting on such continuance, of a majority of those members of the Board of Trustees (“Independent Trustees”) who are not “interested persons” of the Trust or any investment adviser to the Trust. This Agreement may be terminated by the Trust or by Portfolio Manager at any time and without penalty upon sixty days written notice to the other party, which notice may be waived by the party entitled to it. This Agreement may not be amended except by an instrument in writing and signed by the party to be bound thereby provided that if the Investment Company Act requires that such amendment be approved by the vote of the Board, the Independent Trustees and/or the holders of the Trust’s or the Portfolio’s outstanding shareholders, such approval must be obtained before any such amendment may become effective. This Agreement shall terminate upon its assignment. For purposes of this Agreement, the terms “majority of the outstanding voting securities,” “assignment” and “interested person” shall have the meanings set forth in the Investment Company Act.

  • Termination and Amendment 53 8.1. TERMINATION.............................................................................53 8.2.

  • Waiver and Amendments Any waiver, alteration, amendment, or modification of any of the terms of this Agreement shall be valid only if made in writing and signed by each of the parties hereto; provided, however, that any such waiver, alteration, amendment, or modification must be consented to on the Company’s behalf by the Board. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

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