Amendment of Articles of Incorporation and Bylaws Sample Clauses

Amendment of Articles of Incorporation and Bylaws. The Company agrees to take any and all steps necessary to cause the Company's Articles of Incorporation and Bylaws to be amended such that, as amended, the Articles of Incorporation and Bylaws will be substantially in the form attached hereto as Exhibits 8.11 and 8.9, respectively.
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Amendment of Articles of Incorporation and Bylaws. The Articles of Incorporation of the Corporation may be adopted, amended or repealed in whole or in part by a majority vote of the trustees then in office. The Bylaws of the Corporation may be adopted, amended or repealed in whole or in part by a majority vote of the Board of Trustees then in office, unless the provision itself consists of a higher threshold for Board actions in which case the provision may only be amended by a vote of the applicable threshold.
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Amendment of Articles of Incorporation and Bylaws. Upon the closing of any Qualified Series D Financing, the Company and the Principals and their respective transferees shall take all actions necessary to cause the Company to amend its Articles of Incorporation to have a sufficient number of Underlying Shares authorized to permit the conversion of the Notes and the exercise of the Warrants; provided, that the terms and conditions of the Series D Preferred Shares, including, but not limited to, the rights, dividends and liquidation preferences of the Series D Preferred Shares, shall be acceptable to the Required Investors.
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Amendment of Articles of Incorporation and Bylaws. Promptly following the execution and delivery of this Agreement, the parties shall take all action necessary to amend the articles of incorporation and bylaws of the Corporation to effect the provisions of this Section 1.
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Amendment of Articles of Incorporation and Bylaws 
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Related to Amendment of Articles of Incorporation and Bylaws

  • 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.

  • Articles of Incorporation and By-Laws (a) The Articles of Incorporation of the Company (the "Company Articles") shall be amended at the Effective Time to be in the form of Exhibit A and, as so amended, such Company Articles shall be the Restated Articles of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Articles of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent and the Company prior to the Effective Time:

  • 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.

  • Articles of Incorporation; Bylaws (a) At the Effective Time, the articles of incorporation of Merger Sub shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by applicable Law.

  • 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 Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBC.

  • Certificate of Incorporation and By-Laws The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents.

  • Certificate of Incorporation and Bylaws; Records The Company has provided or made available to the Investors accurate and complete (through the date of the Closing) copies of: (i) the certificate of incorporation and bylaws, including all amendments thereto, of the Company; (ii) the stock records of the Company; and (iii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of the Company, the board of directors of the Company and all committees of the board of directors of the Company (the items described in the foregoing clauses “(i),” “(ii)” and “(iii)” of this Section 2.2 being collectively referred to herein as the “Company Documents”). There have been no formal meetings held of, or corporate actions taken by, the stockholders of the Company, the board of directors of the Company or any committee of the board of directors of the Company that are not fully reflected in the Company Documents. There has not been any violation of any of the Company Documents, and at no time has the Company taken any action that is inconsistent in any material respect with the Company Documents. The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with all applicable legal requirements and prudent business practices.

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