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. Prior to Closing, the --------------------------------------- Company will use its reasonable best efforts to (A) amend the Certificate of Designation (and BOEC shall have the right to review and approve such amended Certificate of Designation) to create a new class of preferred stock, the "Series D-1 Preferred Stock", and -------------------------- authorize the issuance of up to 15,000,000 shares of such Series D-1 Preferred Stock which Series D-1 Preferred Stock shall (i) be identical in all respects to the Series D Preferred Stock, except that the Series D-1 Preferred Stock shall have no voting rights, except as shall be required by law and (ii) be automatically convertible into Series D Preferred Stock (on a one-to-one basis) on the later to occur of (A) March 11, 2000 or (b) such time as BOEC is permitted, under the Bank Holding Company Act of 1956, as amended (the "BHCA"), ---- to hold such number of shares of Series D Preferred Stock and (B) provide any BHC Purchaser with an opinion of counsel with respect to the Series D-1 Preferred Stock substantially similar to paragraphs 9 and 10 of Exhibit E-1 attached hereto. In any event, the Company shall cause the representations and warranties in Section 4B and Section 4D below that specifically refer to the ---------- ---------- Series D-1 Preferred Stock to be correct as of the Closing for BOEC. In addition, the amendment to the Certificate of Designation will provide that any BHC Purchaser may convert shares of Series D Preferred Stock into shares of Series D-1 Preferred Stock (on a one-to-one basis) in order to avoid a Regulatory Problem. BOEC will inform the Company, in writing, at such time that BOEC is permitted, under the BHCA, to hold such number of shares of Series D Preferred Stock, which writing shall be determinative for all purposes of this Section 3L and the conversion of such shares pursuant to the amended Certificate ---------- of Designation. Each Purchaser hereby agrees to provide a consent to the amendment of the Certificate of Designation described in this Section 3L ---------- promptly upon the Company's request. For purposes of this Agreement and the other Transaction Documents, outstanding shares of Series D-1 Preferred Stock shall not be counted in any calculation of votes or voting percentages with respect to the Series D Preferred Stock, the Purchaser Shares and the Underlying Class A Common Stock.
Amendment of Certificate of Designation. 11 3M. NonSolicitation............................................... 12 3N. Termination................................................... 12
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.
(b) Each of the Preferred Stockholders hereby approves, consents and agrees that Xxxxxx X. Xxxxxx, the Secretary of the Company, or his designee, is authorized and directed to execute and file the Amended and Restated Certificate of Designation with the Office of the Secretary of State of the State of Minnesota and that the appropriate officers of the Company, or any one or more of them, are authorized and directed to execute such instruments on behalf of the Company and to take such other actions as they deem necessary or advisable to give effect to the Amended and Restated Certificate of Designation.
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 "
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. 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.
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.
