ALTERATION OF BY-LAWS Sample Clauses

ALTERATION OF BY-LAWS. The By-laws of the Corporation may be altered, amended or repealed, and new By-laws may be adopted, by the stockholders or by the Board of Directors. EXHIBIT D RESTATED CERTIFICATE OF INCORPORATION OF OLAS, INC. The original Certificate of Incorporation of OLAS, INC. (the "Corporation") was filed by the Secretary of State on March 24, 1992 under the name Lida, Inc. This Restated Certificate of Incorporation, which further xxxxds the Certificate of Incorporation of the Corporation, was duly adopted in accordance with the provisions of Sections 242 and 245 of the Delaware General Corporation Law by the affirmative vote of the holders of a majority of the stock entitled to vote at a meeting of stockholders.
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ALTERATION OF BY-LAWS. EXHIBIT E Olas, Inc. 660 Madison Avenue New York, NY 10021 Xxxx 00, 0000 xXxxxx.xxx, Xxx. 0467 Hillsboro Boulevard Deerfield Beach, Florida 33000 Xxxx: Mr. Dxxxx Xxxxxx Xxxxxxxx xxx Xxxxx Xxxxxxxxx Xxxxxxx Dear Mr. Xxxxxx: The purpose of this letter is to confixx xxx xxxentions of the parties hereto with respect to the acquisition by Olas, Inc. ("Olas") of all of the outstanding shares of capital stock (the "Shares") of eDiets.com, Inc. ("eDiets"), from the stockholders of eDiets (the "Stxxxxxxxxxx") pursuant to a merger (the "Merger") of eDiets into Olas or of a subsidiary of Olas into eDiets. The principal terms of the purchase and sale would be as follows: I. Olas would acquire good and marketable title to all of the Shares, free and clear of all liens, encumbrances or claims. II. At the Closing, all of the assets (real, personal and intangible) which are owned by eDiets, or used in its business, would be free and clear of any liens, claims or encumbrances of any nature whatsoever (except for obligations under any contracts or indebtedness which are expressly disclosed to Olas. III. Immediately prior to the Closing, Olas would effect an approximately 1 for 15 reverse stock split, such that there will be 600,000 shares of Class A Common Stock of Olas issued and outstanding, including the 75,000 shares issued pursuant to Paragraph VII E. below, but excluding any shares underlying options issued pursuant to Paragraph VIIF. below or shares issued pursuant to Paragraph VIIG. below . IV. At the closing (the "Closing") of the Merger, Olas would issue 4,400,000 shares of its Class A common stock (the "Olas Stocx") xx xxx Stockholders (the "Purchase Price"), in full consideration for all of the outstanding shares of capital stock (including, without limitation, all classes of preferred stock) of eDiets, free and clear of all liens. V. The transaction contemplated herein is intended to be tax free under the federal income tax laws to the extent that the Stockholders receive Olas Stock in the Merger. VI. The transaction contemplated herein is subject to the execution and delivery by the parties hereto of a mutually satisfactory definitive Merger Agreement containing representations and warranties (which would survive the Closing), covenants and closing conditions of a type which are customarily included in such agreements, including, but not limited to, reciprocal indemnification provisions by Olas (on one hand) and by eDiets and the Stockholders (on the other han...
Sample 1
ALTERATION OF BY-LAWS. 2.20.1. Net Servicos shall not make or permit its Restricted Subsidiaries to make any alterations or modifications to its/their By-Laws or agree to alterations or modifications in the By-Laws or other documents of incorporation of Net Servicos or any Restricted Subsidiaries, as the case may be, unless the same alterations or modifications are without adverse effect on the capacity of Net Servicos or its Restricted Subsidiaries to liquidate the principal and accessory obligations assumed by Net Servicos and its Restricted Subsidiaries under the terms of this Agreement.
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ALTERATION OF BY-LAWS. The By-laws of the Corporation may be altered, amended or repealed, and new By-laws may be adopted, by the stockholders or by the Board of Directors. AFFILIATE AGREEMENT (this “Agreement”) dated as of ______, 2006, by and between Iconix Brand Group, Inc., a Delaware corporation (“Acquisition Co.”), and the undersigned shareholder who may be deemed an affiliate (“Affiliate”) of Company, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
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ALTERATION OF BY-LAWS. 2.20.1. Net Serviços shall not make or permit its Restricted Subsidiaries to make any alterations or modifications to its/their By-Laws or agree to alterations or modifications in the By-Laws or other documents of incorporation of Net Serviços or any Restricted Subsidiaries, as the case may be, unless the same alterations or modifications are without adverse effect on the capacity of Net Serviços or its Restricted Subsidiaries to liquidate the principal and accessory obligations assumed by Net Serviços and its Restricted Subsidiaries under the terms of this Agreement.
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Related to ALTERATION OF BY-LAWS

  • ALTERATION OF AGREEMENT A. It is hereby agreed that any alteration or modification of this Agreement shall be binding upon the parties only if agreed to in writing by both parties. B. The waiver of any condition of this Agreement by either party shall not constitute a precedent in the future enforcement of all terms and conditions herein.

  • ALTERATION OF TERMS 17 A. This Agreement, together with Exhibits A, B, and C attached hereto and incorporated herein, 18 fully expresses the complete understanding of COUNTY and CONTRACTOR with respect to the 19 subject matter of this Agreement. 20 B. Unless otherwise expressly stated in this Agreement, no addition to, or alteration of the terms of 21 this Agreement or any Exhibits, whether written or verbal, made by the parties, their officers, employees 22 or agents shall be valid unless made in the form of a written amendment to this Agreement, which has 23 been formally approved and executed by both parties. 24

  • SCOPE, WAIVER AND ALTERATION OF AGREEMENT (1) No agreement, alteration, understanding, variation, waiver or modification of any of the terms and conditions or covenants herein shall be made by any employee or group of employees with the Board unless executed in writing between the parties hereto and the same has been ratified by the Union and the Board. (2) The waiver of any breach or condition of this Agreement by either party shall not constitute a precedent in the future enforcement of the terms and conditions herein. (3) If any Article or Section of this Agreement or any supplement thereto should be held invalid by operation of law or by any tribunal of competent jurisdiction, or if compliance with or enforcement of any Article or Section should be restrained by such tribunal, the remainder of this Agreement and supplements shall not be affected thereby and the parties shall enter into immediate collective bargaining negotiations for the purpose of arriving at a mutually satisfactory replacement for such Article or Section.

  • AMENDMENT OR ALTERATION No amendment or alteration of the terms of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.

  • Incorporation of Plan Provisions These Terms and Conditions and the Agreement are made pursuant to the Plan, the provisions of which are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan. In the event of a conflict between the terms of these Terms and Conditions and the Agreement and the Plan, the terms of the Plan shall govern.

  • Limitation by Law All rights, remedies and powers provided in this Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Agreement invalid, unenforceable, in whole or in part, or not entitled to be recorded, registered or filed under the provisions of any applicable law.

  • The By-Laws The by-laws of Merger Sub in effect at the Effective Time shall be the by-laws of the Surviving Corporation (the "By-Laws"), until thereafter amended as provided therein or by applicable law.

  • Amendments to the by Laws Section 1. These By-Laws may be altered, amended or repealed, in whole or in part, and any new By-Law or By-Laws adopted at any regular or special meeting of the Board of Directors by a vote of the majority of all the members of the Board of Directors then in office. EXHIBIT C SECTION 321(B) CONSENT Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust Company hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor. WILMINGTON TRUST COMPANY Dated: July 10, 1999 By: /s/ Xxxxxx X. XxxXxxxxx --------------------------- Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT D NOTICE This form is intended to assist state nonmember banks and savings banks with state publication requirements. It has not been approved by any state banking authorities. Refer to your appropriate state banking authorities for your state publication requirements. R E P O R T O F C O N D I T I O N Consolidating domestic subsidiaries of the WILMINGTON TRUST COMPANY of WILMINGTON ---------------------------------------------- ---------------- Name of Bank City in the State of DELAWARE, at the close of business on March 31, 1999. -------- ASSETS

  • Certificate of Incorporation; By-laws (a) At the Effective Time the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-laws.

  • Limitation by Law; Severability of Provisions All rights, remedies and powers provided in this Security Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Security Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Security Agreement invalid, unenforceable or not entitled to be recorded or registered, in whole or in part. Any provision in this Security Agreement that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Security Agreement are declared to be severable.

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