Amendment of Bylaws; Taking of Other Company Board Actions Sample Clauses

Amendment of Bylaws; Taking of Other Company Board Actions. Not later than the Offer Closing, the Company Board shall, effective at the Offer Closing, take all action necessary to (a) amend the Company’s bylaws substantially as set forth on Schedule B to permit Terra or any member of the Terra Group to call a special meeting of stockholders of the Company to consider and vote upon a proposal to effect a Terra Merger pursuant to Section 2.1(a) or a Transferee Merger pursuant to Section 2.3(a), as applicable; (b) adopt the resolutions set forth on Schedule C to exculpate Parent, Terra, any Terra Controlled Corporation and the Terra Directors with respect to corporate opportunities to the fullest extent permitted under applicable law; and (c) adopt the resolutions set forth on Schedule D determining to waive the implications of Section 203 of the DGCL to Parent, Terra, any Terra Controlled Corporation and any Transferee.
Sample 1
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Related to Amendment of Bylaws; Taking of Other Company Board Actions

  • Amendment of Bylaws In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

  • Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity” Depositor

  • Amendments to Certificate of Incorporation The Company covenants and agrees that prior to its initial Business Combination it will not seek to amend or modify its Certificate of Incorporation, except as set forth in the Certificate of Incorporation.

  • Articles of Incorporation; Bylaws; Directors and Officers At the Effective Time:

  • Certificate of Incorporation; Bylaws; Directors and Officers (a) At the Effective Time, the Certificate of Incorporation of the Company, 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 Delaware Law and such Certificate of Incorporation.

  • Amendment to Certificate of Incorporation The Depositor will not amend its Certificate of Incorporation or state of incorporation without prior notice to the Rating Agencies, the Indenture Trustee, and the Credit Enhancer.

  • Ratification and Incorporation of Original Indenture As supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.

  • Amendment of Certificate of Incorporation The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all powers, preferences and rights of any nature conferred upon stockholders, directors or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

  • Amendment of By-Laws These By-laws may be amended or repealed, and new by-laws adopted, by the Board of Directors in accordance with the Agreement.

  • Amended and Restated Certificate of Incorporation 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 Amended and Restated Certificate of Incorporation.

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