Common use of AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Clause in Contracts

AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. The Corporation reserves the right at any time, and from time to time, to amend, alter or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner now or hereafter prescribed by the DGCL, and all rights herein conferred upon stockholders or directors are granted subject to this reservation; provided, however, that any amendment, alteration or repeal of Article SEVENTH, shall not adversely affect any right or protection existing under this Amended and Restated Certificate of Incorporation immediately prior to such amendment, alteration or repeal, including any right or protection of a director thereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal. Notwithstanding anything to the contrary contained in this Amended and Restated Certificate of Incorporation, and notwithstanding that a lesser percentage may be permitted from time to time by applicable law, no provision of Articles FIFTH, SIXTH, SEVENTH, EIGHTH, NINTH, TENTH this Article ELEVENTH and Article TWELFTH may be altered, amended or repealed in any respect (including by merger, consolidation or otherwise), nor may any provision or bylaw inconsistent therewith be adopted, unless in addition to any other vote required by this Amended and Restated Certificate of Incorporation or otherwise required by law, such amendment, alteration or repeal is approved by the affirmative vote of the holders of at least a majority of the outstanding Voting Stock.

AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. The Corporation reserves the right at any time, time and from time to time, time to amend, alter alter, change or repeal any provision contained in this Second Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation), in the manner now or hereafter prescribed by this Second Amended and Restated Certificate and the DGCL; and, except as set forth in Article VIII, all rights, preferences and all rights privileges herein conferred upon stockholders stockholders, directors or directors any other persons by and pursuant to this Second Amended and Restated Certificate in its present form or as hereafter amended are granted subject to the right reserved in this reservation; provided, however, that any amendment, alteration or repeal of Article SEVENTH, shall not adversely affect any right or protection existing under this Amended and Restated Certificate of Incorporation immediately prior to such amendment, alteration or repeal, including any right or protection of a director thereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repealXI. Notwithstanding anything to the contrary contained in this Second Amended and Restated Certificate of IncorporationCertificate, and notwithstanding that a lesser percentage may be permitted from time to time by applicable law, no provision of Articles FIFTHArticle V, SIXTHSection 7.1, SEVENTHSection 7.3, EIGHTHArticle VIII, NINTHArticle IX, TENTH Article X and this Article ELEVENTH and Article TWELFTH XI may be altered, amended or repealed in any respect (including by merger, consolidation or otherwise)respect, nor may any provision or bylaw inconsistent therewith be adopted, unless unless, in addition to any other vote required by this Second Amended and Restated Certificate of Incorporation or otherwise required by law, such alteration, amendment, alteration repeal or repeal adoption is approved by the affirmative vote of the holders of at least a majority two thirds of the voting power of the outstanding Voting Stockshares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. The Corporation reserves the right at any time, time and from time to time, time to amend, alter alter, change or repeal any provision contained in this Amended and Restated Certificate (including any Preferred Stock Designation), and other provisions authorized by the laws of Incorporation the State of Delaware at the time in force that may be added or inserted, in the manner now or hereafter prescribed by the DGCL, and all rights herein conferred upon stockholders or directors are granted subject to this reservation; provided, however, that any amendment, alteration or repeal of Article SEVENTH, shall not adversely affect any right or protection existing under this Amended and Restated Certificate and the DGCL; and, except as set forth in Article VIII, all rights, preferences and privileges of Incorporation immediately prior whatever nature herein conferred upon stockholders, directors or any other persons by and pursuant to such amendment, alteration or repeal, including any right or protection of a director thereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal. Notwithstanding anything to the contrary contained in this Amended and Restated Certificate in its present form or as hereafter amended are granted subject to the right reserved in this Article IX. Notwithstanding any other provisions of Incorporation, this Amended and notwithstanding that Restated Certificate or any provision of applicable law which might otherwise permit a lesser percentage may be permitted from time to time by applicable lawvote, no provision of Articles FIFTH, SIXTH, SEVENTH, EIGHTH, NINTH, TENTH this Article ELEVENTH and Article TWELFTH may be altered, amended or repealed in any respect (including by merger, consolidation or otherwise), nor may any provision or bylaw inconsistent therewith be adopted, unless but in addition to any other affirmative vote of the holders of any particular class or series of the capital stock of the Corporation required by law or by this Amended and Restated Certificate of Incorporation or otherwise required by law(including any Preferred Stock Designation), such amendment, alteration or repeal is approved by the affirmative vote of (i) two-thirds (2/3) of the directors then in office and (ii) the holders of at least a majority sixty-six and two-thirds percent (66 2/3%) of all then outstanding shares of capital stock of the outstanding Voting StockCorporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter, change or repeal Article V, Article VII, Article IX and Article X of this Amended and Restated Certificate.

AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. The Corporation reserves the right at any time, time and from time to time, time to amend, alter alter, change or repeal any provision contained in this Second Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation), in the manner now or hereafter prescribed by this Second Amended and Restated Certificate and the DGCL, and, except as set forth in Article VIII, all rights, preferences and all rights privileges herein conferred upon stockholders stockholders, directors or directors any other persons by and pursuant to this Second Amended and Restated Certificate in its present form or as hereafter amended are granted subject to the right reserved in this reservation; provided, however, that any amendment, alteration or repeal of Article SEVENTH, shall not adversely affect any right or protection existing under this Amended and Restated Certificate of Incorporation immediately prior to such amendment, alteration or repeal, including any right or protection of a director thereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repealXI. Notwithstanding anything to the contrary contained in this Second Amended and Restated Certificate of IncorporationCertificate, and notwithstanding that a lesser percentage may be permitted from time to time by applicable law, no provision of Articles FIFTHArticle V, SIXTHSection 7.1, SEVENTHSection 7.3, EIGHTHArticle VIII, NINTHArticle IX, TENTH Article X and this Article ELEVENTH and Article TWELFTH XI may be altered, amended or repealed in any respect (including by merger, consolidation or otherwise)respect, nor may any provision or bylaw inconsistent therewith be adopted, unless unless, in addition to any other vote required by this Second Amended and Restated Certificate of Incorporation or otherwise required by law, such alteration, amendment, alteration repeal or repeal adoption is approved by the affirmative vote of the holders of at least a majority two thirds of the voting power of the outstanding Voting Stockshares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.