Amended and Restated Charter. The Company shall have filed the Amended and Restated Charter with the Secretary of State of the State of Delaware.
Amended and Restated Charter. The Company shall have filed the Amended and Restated Charter with the Secretary of State of Delaware on or prior to the Closing, which shall continue to be in full force and effect as of the Closing.
Amended and Restated Charter. The required approval of the Stockholders and the Board of Directors of the Company necessary to approve the Company’s Seventh Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit K (the “Amended and Restated Charter”) shall have been obtained, and the Company shall have delivered to Parent such approvals and a filed and stamped copy of the Amended and Restated Charter from the Secretary of State of the State of Delaware.
Amended and Restated Charter. The Charter shall have been adopted by the board of directors and the requisite stockholders of the Company and filed with the Secretary of State of the State of Delaware, and the Charter shall be in full force and effect under the laws of Delaware as of the Initial Closing and shall not have been further amended or modified.
Amended and Restated Charter. The irrevocable written consents of the holder of the Series A Preferred Stock and the holders of shares of Common Stock sufficient to approve the amendment and restatement of the Certificate of Incorporation of the Company increasing the number of authorized shares of Common Stock and authorizing the share of Special Stock referenced below in Section 7.9, inter alia, such amendment and restatement substantially in the form attached hereto as Exhibit B (the “Restated Charter”), shall have been executed and delivered to the Company.
Amended and Restated Charter. The irrevocable written consents of the holder of the Series A Preferred Stock and the holders of shares of Common Stock sufficient to approve the Restated Charter shall have been executed and delivered to the Company.
Amended and Restated Charter. The Company shall prepare an information statement on Schedule 14C to notify the holders of the Company’s Common Stock of the action taken by written consent of the holders of a majority of such shares of Common Stock to approve the Restated Charter. The Company shall cause a preliminary Schedule 14C to be filed with the Commission no later than three (3) business days following the Closing Date, and the Company shall use its best efforts to cause the final Schedule 14C to be sent to the holders of the Company’s Common Stock by no later than one (1) business day following (i) the expiration of the ten (10) day comment period for the Commission, if there are no comments from the staff of the Commission, or (ii) the day on which the staff of the Commission clears any comments. The Company shall also take such other actions as may be reasonably necessary to cause the Restated Charter to be filed with the Delaware Secretary of State and to become effective as soon as possible following the expiration of the 20 day period in Rule 14c-2(b) promulgated under the Exchange Act, and in any event within one (1) business day thereafter. Promptly following the effectiveness of the Restated Charter, and in any event within one (1) business day thereafter, the Company shall sell to any Purchaser (or any Affiliate of a Purchaser) designated in writing by all Purchasers one share of Special Stock authorized under the Charter Amendment for the par value of such share ($.01), payable in cash (it being acknowledged and agreed that such consideration has been received by the Company and no actions or events other than the filing of the Restated Charter need to be taken or to occur in order for the Special Stock to be issued to the Purchaser designee). Purchasers, on behalf of themselves and any Affiliate of a Purchaser designated to acquire the Special Stock, hereby acknowledge and agree that (and any such Affiliate so designated shall sign a joinder (a “Joinder”) acknowledging and agreeing that) the Special Stock shall not be transferable (including by sale, pledge or other disposition), the Company and its transfer agent shall not register any transfer of the Special Stock, and any attempted transfer shall be null and void ab initio, in each case other than any such transfer among Purchaser or its Affiliates (provided, that as a condition of any such transfer among Purchaser or its Affiliates, the transferee shall sign a Joinder). The Company shall take such other actions as...
Amended and Restated Charter. Promptly following the date of this Agreement, the Company shall use its commercially reasonable efforts to obtain the approval of the Amended and Restated Charter by the holders of a majority of the voting power of the Outstanding Designated Stock (as defined in the Company’s Certificate of Incorporation). Promptly following the Closing, the Company shall use its commercially reasonable efforts to file a Preliminary Information Statement on Schedule 14C relating to the Amended and Restated Charter (the “Preliminary Information Statement”) with the SEC. Promptly following the 10-day period following the filing with the SEC of the Preliminary Information Statement provided for in Rule 14c-5 under the Exchange Act, the Company shall use its commercially reasonable efforts to file the Information Statement with the SEC. Promptly following the expiration of the 20-calendar day period following the filing of the Information Statement, the Company shall execute and deliver to the Delaware Secretary the Amended and Restated Charter.
Amended and Restated Charter. The Charter of the Company shall have been amended and restated as provided in Exhibit E annexed hereto, and such Amended and Restated Charter shall have become effective.
Amended and Restated Charter. Immediately after the Closing, the Company shall file an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware substantially in the form filed as Exhibit 3.4 to the Registration Statement.
