Amendment of Certificate of Designation. This Certificate of Designation may only be amended with the written consent of the Majority Holders. Except as otherwise provided in the Articles of Incorporation, no consent by the holders of shares of any other class or series of the Corporation's capital stock shall be required to amend this Certificate of Designation.
Amendment of Certificate of Designation. As soon as practicable after Closing, IFSH shall use its best efforts (including obtaining shareholder approval) to amend the Certificate of Designation in accordance with the provisions of Section 1 of this Agreement.
Amendment of Certificate of Designation. (a) The Company, the Purchaser and each holder of the Series A Preferred Stock irrevocably commits to use their reasonable efforts to amend the Company’s Certificate of Designation (before September 1, 2005) to reduce the voting rights of the Series A Preferred Stock as described below. More specifically, the Company, the Purchaser and each holder of the Series A Preferred Stock agree, subject to the requisite approvals of the Company’s Board of Directors and holders of Common Stock, to amend and restate Section 11 of the Certificate of Designation to read in its entirety as follows (new language appears in italics) (the “Amendment”) (and each holder of Series A Preferred Stock irrevocably commits to vote in favor of the Amendment): Holders of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the holders of the Corporation’s Common Stock, including with respect to the election of directors of the Corporation, on an as if converted basis based on the Voting Conversion Rate (defined below) in effect on the record date of such vote. Each share of Series A Preferred Stock shall initially be entitled to cast 86 votes (as adjusted from time to time hereunder, the “Voting Conversion Rate”). The Voting Conversion Rate shall be adjusted from time to time in the same manner and under the same circumstances as the Conversion Rate is adjusted. Notwithstanding the voting group rights set forth in Section 23B.11.035 of the WBCA, holders of Series A Preferred Stock will not have, by virtue of the WBCA or this Section 11, the right to vote separately as a series on any proposed plan of merger or plan of share exchange. Except as otherwise provided herein, to the maximum extent permitted by law, holders of Series A Preferred Stock will not have any rights to vote separately as a series with respect to any matter submitted to a vote of the holders of the Corporation’s outstanding securities.
Amendment of Certificate of Designation. The Stockholders and Company hereby agree, approve, ratify, and adopt in all respects, subject to the approval of the holders of the Company’s common stock in accordance with the applicable provisions of the Delaware General Corporation Law, the following amendments to the Certificate of Designation in accordance with the terms and conditions set forth herein.
Amendment of Certificate of Designation. The Series B Holders hereby irrevocably agree that the Series B Certificate of Designation shall be amended so that SECTION 3 thereof, relating to "Liquidation," shall read as set forth in EXHIBIT A hereto. The Company shall promptly use its best efforts to obtain the approval of the Series A Holders to the amendment of the Series Certificate of Designation and Series D Certificate of Designation so that the liquidation preferences for both such classes of securities thereof shall be as set forth in EXHIBIT A hereto.
Amendment of Certificate of Designation. The Company covenants and agrees that it take all corporate and other steps required to amend and restate the Certificate of Designation to read in its entirety substantially as set forth in Exhibit B-2 attached hereto and shall cause such Amended and Restated Certificate of Designation of Series B 6% Convertible Preferred Stock to be duly filed with the Secretary of State of the State of Nevada no later than the third business days after the date hereof.
Amendment of Certificate of Designation. 11 3M. NonSolicitation............................................... 12 3N. Termination................................................... 12
Amendment of Certificate of Designation. The Company shall amend the Certificate of Designation in the form of amendment set forth as Exhibit B hereto by filing such amendment with the Secretary of State of Nevada as soon as practicable after the date hereof, not to exceed three business days after the date hereof.
Amendment of Certificate of Designation. (a) Each of the Preferred Stockholders hereby approves, consents and agrees that the powers, preferences and relative, participating, optional or other special rights and the qualifications, limitations and restrictions of the Old Preferred Stock as set forth in the Certificate of Designation are amended and restated in their entirety as set forth in the Amended and Restated Certificate of Designation, in substantially the form attached hereto as Exhibit A.
Amendment of Certificate of Designation. The Company agrees to take all necessary action (including without limitation an appropriate filing or filings with the Secretary of State of the State of Delaware) to effect, as promptly as possible but in no event later than February 29, 2000, the amendment of Section 4(a)(ii) of the Certificate of Designation by the replacement of the word and numbers "December 31, 1999" each time they occur in such Section 4(a)(ii) with the word and numbers "March 31, 2000". It is understood and agreed that the first Dividend Payment Due Date (as defined in the Certificate of Designation) with respect to the Preferred Stock will be March 31, 2000.
