Amendment of Articles and Bylaws Sample Clauses

Amendment of Articles and Bylaws. Each Investor and Permitted -------------------------------- Transferee agrees that it shall not consent in writing or vote or cause to be voted any shares of Common Stock now or hereafter owned or controlled by it in favor of any amendment, repeal, modification, alteration or rescission of, or the adoption of any provision in the Company's Articles of Incorporation or Bylaws inconsistent with this Agreement unless BRS consents in writing to such action or votes or causes to be voted all of the shares of Common Stock held by it in favor of such action; provided that BRS shall not consent to any amendment -------- which would adversely affect either of the Founding Investor's right to designate a director to the Company's Board of Directors or remove, or fill any vacancy created with respect to, any director entitled to be designated by a Founding Investor as set forth in Sections 4.2, 4.3 and 4.4 of this Agreement.
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Amendment of Articles and Bylaws. The Articles and Bylaws of the Corporation may be amended by a majority vote of the Trustees then in office.
Amendment of Articles and Bylaws. Each Investor and Permitted -------------------------------- Transferee holding shares of Common Stock agrees that it shall not consent in writing or vote or cause to be voted any shares of Common Stock now or hereafter owned or controlled by it in favor of any amendment, repeal, modification, alteration or rescission of, or the adoption of any provision in the Company's Certificate of Incorporation or Bylaws inconsistent with this Agreement unless the Board of Directors and each Strategic Partner consent in writing to such action; provided that the Board of Directors shall not consent to any amendment -------- which would adversely affect the Strategic Partners' right to designate a Director or remove, or fill any vacancy created with respect to, any Director entitled to be designated by a Strategic Partner as set forth in Sections 3.2, 3.3, 3.4 and 3.5 of this Agreement.
Amendment of Articles and Bylaws. The Articles of the Corporation may be amended by a Supermajority Vote, and these Bylaws of the Corporation may be amended only by vote of at least three-quarters of the Directors then in office.
Amendment of Articles and Bylaws. 9 3.1.b. Appointment of Holding Company Director ................ 9 3.1.c. Amendment of NVBancorp Stock Option Plan ............... 9 3.1.d. Reservation, Issuance and Registration of NVBancorp Share ........................................ 9
Amendment of Articles and Bylaws. Prior to the Closing Date, Purchaser shall amend its Articles of Incorporation and/or Bylaws as necessary to provide the same indemnity to Purchaser’s officers and directors as is afforded the directors and officers of Parent under Parent’s Articles of Incorporation and/or Bylaws.
Amendment of Articles and Bylaws. The Company shall take no action to amend, repeal, or add any provision to the Articles of Incorporation or the Bylaws of the Company if such amendment would adversely affect the rights, preferences or privileges of the Preferred Stock, without first obtaining approval of the record holders of Preferred Stock in the manner provided by the Articles of Incorporation.
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Amendment of Articles and Bylaws. The Board of Directors of NVBancorp shall take all necessary corporate action, to be effective at the Effective Time of the Merger, to amend the Articles of Association and Bylaws of the Interim Bank to the extent required by applicable law or regulation and subject to any required approvals of shareholders, government agencies or regulatory authorities, to: (i) change the name of the Resulting Bank to "Six Rivers National Bank"; and (ii) provide for a range in the number of authorized directors of not less than five (5) and not more than eleven (11), and to adopt a resolution fixing the exact number of directors at eight (8) or such other number agreed to by NVBancorp and SRNB.

Related to Amendment of Articles and Bylaws

  • Organization and Standing; Articles and Bylaws The Company is a ---------------------------------------------- corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted.

  • Articles and Bylaws Operator represents that a true and accurate copy of its current Articles of Incorporation (“Articles”) and Bylaws have been provided to IPS prior to the execution of this Agreement. If Operator materially amends its Articles or Bylaws during the Term of this Agreement, it shall provide notice to IPS of such amendment, and a copy of the amended Articles or Bylaws, within thirty (30) days of the amendment.

  • Articles of Incorporation and Bylaws The articles of incorporation and bylaws of the entity holding the charter shall provide for governance of the operation of the School as a nonprofit corporation and public charter school and shall at all times be consistent with all applicable law and this Certificate. The School shall notify the Authorizer of any modification to the Articles or Bylaws within five (5) business days of approval by the Charter Board.

  • Restated Articles The Restated Articles shall have been filed with the Secretary of State of the State of California.

  • Articles of Incorporation and Bylaws of the Surviving Corporation At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

  • Memorandum and Articles The copy of the memorandum and articles of association of the Company annexed to the Disclosure Letter is true and complete and has embodied therein or annexed thereto a copy of every resolution or agreement as is required by law to be embodied in or annexed to it, and sets out completely the rights and restrictions attaching to each class of authorised share capital of the Company.

  • Amendment of Bylaws These bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors, but the stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise.

  • Certificate of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent prior to the Effective Time: (a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B; (b) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.

  • Articles of Incorporation and By-Laws The complete and correct copies of the Company’s Articles and By-Laws, as amended or restated to date which have been filed with the Securities and Exchange Commission are a complete and correct copy of such document as in effect on the date hereof and as of the Closing Date.

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Purchaser, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law. (b) Subject to the provisions of Section 6.05 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law.

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