Amendment of Certificate of Designations. (a) Each Buyer hereby agrees that Section 2(a)(xxx) of the Certificate of Designations shall be amended to read in its entirety as follows:
Amendment of Certificate of Designations. Prior to the First ---------------------------------------- Closing, the Company and Xxxx shall cause the Series A Certificate of Designation currently on file with the Secretary of State of Delaware to be amended and restated to create two classes of Series A Stock, consisting of 7,400,000 shares of Series A-1 Preferred Stock having one vote per share and 1,400,000 shares of Series A-2 Preferred Stock having ten votes per share (the "Redesignation"). Xxxx and the Company agree that the shares of Series A-1 and A-2 Preferred Stock shall continue to be pledged to the Purchaser following the Redesignation.
Amendment of Certificate of Designations. The Certificate of Designations shall be amended to incorporate the provisions described in Annex I to this Agreement.
Amendment of Certificate of Designations. Acquiror covenants and agrees that from the date of this Agreement until the date on which all of the Acquiror Convertible Preferred Stock is converted into Acquiror Common Stock, it shall take no actions to amend the Certificate of Designations or otherwise change the rights, preferences and privileges of the Acquiror Convertible Preferred Stock.
Amendment of Certificate of Designations. The Board of Directors of Janus shall have amended the Certificate of Designation, Rights and Preferences of the Janus Preferred Stock to increase the number of authorized shares.
Amendment of Certificate of Designations. Subject to the terms and conditions herein set forth, and effective upon the Closing, the Parties agree to amend and restate the Certificate of Designations as provided in Exhibit F attached hereto (the “Amended Certificate of Designations”). Immediately prior to the Closing the Company shall execute the Amended Certificate of Designations, and promptly following the Closing the Company shall cause it to be filed with, and accepted for filing by, the Delaware Secretary of State.
Amendment of Certificate of Designations. Immediately prior to the Closing, the Company shall file an amendment to Section 3(b)(ii) of the Certificate of Designations in the form attached hereto as Exhibit C to permit the repurchase by the Company of the Preferred Shares as contemplated hereby.
Amendment of Certificate of Designations. Following the Closing Date, the Parties shall reasonably cooperate and undertake such actions as required to amend the Certificate of Designations to include and insert therein the provisions of this Article VI, with such modifications to the language herein as required given such insertion into the Certificate of Designations.
Amendment of Certificate of Designations. Within three (3) business days after funding, eAutoclaims shall amend and file with the appropriate state authorities the Certificate of Designations as follows:
(a) Section 1 shall be amended to increase the number of shares of Preferred Stock from 500 to 600 shares.
(b) Section 5(b)(ii) shall be revised to indicate that through June 30, 2001 each share of Preferred Stock may be converted into 6,667 shares of fully paid and non-assessable shares of common stock. If the currently pending Registration Statement is not declared effective by June 30, 2001, the conversion price shall equal the lesser of (i) sixty-two and one-half cents ($0.625) or (ii) seventy-five percent (75%) of the average of the closing bid prices for the common stock for the three (3) lowest trading days out of the twenty (20) consecutive trading days immediately preceding the date of conversion, as reported on the National Association of Security Dealers OTC Bulletin Board Market (or such other National Securities Exchange or market on which the common stock may trade at such time).
(c) A new Section 12 shall be added entitled "Special Mandatory Redemption", which will provide that the Company is obligated to redeem the one hundred (100) shares of Preferred Stock being purchased by Governors Road pursuant to the Binding Bridge Financing Term Sheet at one hundred twenty percent (120%) of the face amount ($6,000 per share of Preferred Stock), plus accrued interest, upon the earlier of August 15, 2001 or the closing of the Company's anticipated public offering under cover of the Registration Statement underwritten by Dirks & Company. If txx Xxmpany does not redeem the one hundred (100) shares of Preferred Stock acquired by Governors Road pursuant to the Binding Bridge Financing Term Sheet for any reason, then the amended conversion features set forth in revised Section 5(b)(ii) above shall apply.
Amendment of Certificate of Designations. The defined term "Book Value" contained in Section 2(f) of the Certification of Designations of the BMCA Preferred Stock (the "Certificate of Designations") has been amended by:
