Amended Articles. The Company shall have filed the Amended Certificate of Determination or relevant documents for this Offering with the Secretary of State of the State of California (“State Secretary”) on Closing or as soon as practicable, which shall continue to be in full force and effect as of the Closing.
Amended Articles. The Company shall, and the Founders shall procure that the Company duly file the Amended Articles filed with the appropriate corporate registration authorities of the Cayman Islands within thirty (30) days after the Closing.
Amended Articles. The Shareholders resolution referred to in Exhibit 1.5(b)(v) shall also approve (A) replacing the current Articles of Association of the Company with new Articles of Association (“Amended Articles”) in the form attached hereto as Exhibit 1.5(d)(vi) and (B) the terms of Bruker’s new Employment Agreement.
Amended Articles. On or prior to the Closing, there shall have been filed with the Secretary of State of the State of Ohio, the Amended Articles, and the Amended Articles shall be in full force and effect at the Closing.
Amended Articles. The Certificate of Amendment to the Company's Articles defining the rights of the Series B Preferred shall have been filed with the Secretary of State of the State of California.
Amended Articles. Unless effected prior to the Effective Time, (a) the Company shall take all Necessary Action to cause the Company Articles to be amended in the form attached to the Merger Agreement as Exhibit J thereto (the “Amended Articles”) and (b) each Investor that is not a Minority New Investor hereby agrees that it shall take all Necessary Action to vote or cause to be voted all Shares it has the power to vote or cause the voting of in favor of the approval of the Amended Articles, whether at any meeting at which a resolution to approve the Amended Articles is submitted to the shareholders of the Company or by consenting in writing to any such resolution in lieu of a meeting, as applicable. For avoidance of doubt, the foregoing covenants shall remain in full force and effect notwithstanding any failure of the Company to obtain the requisite approval of the holders of Shares at any meeting of shareholders or pursuant to any publicly or privately made consent solicitation.
Amended Articles. Upon the completion of the transition period, the articles of incorporation of IBC, as amended, shall be amended to read as follows:
Amended Articles. The Company shall adopt on or before the Closing the Amended Articles (as defined below).
Amended Articles. The Company shall have filed Amended and Restated Articles of Incorporation substantially in the form attached hereto as Exhibit C and taken all actions required under all applicable federal and state securities laws in connection with such Amended and Restated Articles of Incorporation.
Amended Articles. The Purchaser covenants and agrees to vote in favor of the Amended Articles at the shareholders' meeting to occur on or before September 30, 1997. If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart of this letter and return the same to the undersigned, whereupon this letter shall become a binding contract among you and the undersigned. Very truly yours, TELIDENT, INC. /s/ W. Xxxxxx XxXxxxxxxx -------------------------------------- W. Xxxxxx XxXxxxxxxx, President and Chief Executive Officer The foregoing Agreement is hereby accepted as of the date first above written. FAMCO III LIMITED LIABILITY COMPANY By Its Manager: Family Financial Strategies, Inc. /s/ Xxxx Xxxxxx ------------------------ Xxxx Xxxxxx, President SCHEDULE 5.12A CURRENTLY OUTSTANDING, RESERVED AND COMMITTED SECURITIES CAPITAL STOCK OUTSTANDING, RESERVED OR UNDERLYING SHARES ON A FULLY DILUTED BASIS Common Stock...........................................................6,948,526 Series I Preferred Stock............................................... 150,000 Subtotal.......................................................... 7,098,526 STOCK OPTIONS AND PLAN RESERVES Stock Options issued pursuant to 1988 Stock Option Plan (the "Plan").....390,730 Remaining Shares reserved under the Plan.................................284,270 ------- Subtotal............................................................ 675,000 WARRANTS Warrant dated October 1995 issued to Okabena Partnership K...............150,000 Warrants dated January 1996 issued to holders of 10% Series B Convertible Debentures issued in May 1993..................................4,046 Warrants dated May 1996 issued to parties providing bridge financing.....125,000 Warrants dated May 1996 issued to holders of 10% Series B Convertible Debentures issued in May 1993.................................51,625 Warrant dated June 1996 issued to Xx. Xxxxxxxx............................50,000 Warrant dated August 1996 issued to X.X. Xxxxxxxx........................115,000 Warrants dated July 1997 issued to former holders of 10% Convertible Debentures dated October 1992, and originally due October 1, 1995, and 10% Series B Convertible Debentures dated May 1993, and originally due May 1, 1996...............................................389,900 ------- Subtotal............................................................ 885,571 DEBENTURES 10% Convertible Debentures dated October 1992, and originally...
