Amended and Restated Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Certificate of Incorporation and Bylaws.
Amended and Restated Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Certificate of Incorporation or its Bylaws. Prior to the consummation of a Business Combination or until the distribution of the funds held in the Trust Account referred to in Section 6.7 hereof, the Company will not amend its Amended and Restated Certificate of Incorporation without the prior written consent of the Underwriter, which consent shall not be unreasonably withheld.
Amended and Restated Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Certificate of Incorporation and Bylaws. EarlyBirdCapital, Inc. May 9, 2011
Amended and Restated Certificate of Incorporation and Bylaws. Each Investor has reviewed the Amended and Restated Certificate of Incorporation and Bylaws of the Company in the forms attached hereto as Exhibits A and B, respectively, and hereby approves and ratifies the same.
Amended and Restated Certificate of Incorporation and Bylaws. Prior to the consummation of the IPO, UOL and CMC shall take all necessary actions that may be required to provide for the adoption by CMC of the Amended and Restated Certificate of Incorporation of CMC, substantially in the form attached to the IPO Registration Statement as Exhibit 3.1, and the Amended and Restated Bylaws of CMC, substantially in the form attached to the IPO Registration Statement as Exhibit 3.2.
Amended and Restated Certificate of Incorporation and Bylaws. The Company shall have adopted the Amended and Restated Certificate of Incorporation and the Bylaws.
Amended and Restated Certificate of Incorporation and Bylaws. Integra shall have delivered to the Purchaser (i) a copy of its Amended and Restated Certificate of Incorporation and the Certificate of Designation, certified by the Secretary or an Assistant Secretary of Integra as of the Closing Date, and (ii) a copy of Integra's ByLaws, as amended (certified as of the First Closing Date by the Secretary or an Assistant Secretary of Integra).
Amended and Restated Certificate of Incorporation and Bylaws. Immediately prior to the Effective Time, NEWCO shall adopt an Amended and Restated Certificate of Incorporation substantially similar to the form attached as Exhibit A, and Amended and Restated Bylaws, substantially similar to the form attached as Exhibit B.
Amended and Restated Certificate of Incorporation and Bylaws. The Company shall have filed the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware immediately prior to the Effective Time and shall have adopted the Bylaws; and
Amended and Restated Certificate of Incorporation and Bylaws. Our amended and restated certificate of incorporation and our amended and restated bylaws include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of our management team, including the following: • Board of directors vacancies. Our amended and restated certificate of incorporation and amended and restated bylaws authorize only our board of directors to fill vacant directorships, including newly created seats. In addition, the number of directors constituting our board of directors is permitted to be set only by a resolution adopted by our board of directors. These provisions would prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our board of directors but promotes continuity of management.
