Amendment of Certificate of Incorporation and Bylaws. Neither the Certificate of Incorporation nor the Bylaws shall be amended in a manner inconsistent with the terms of this Agreement without the consent of BNAC.
Amendment of Certificate of Incorporation and Bylaws. A. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate, in the manner now or hereafter prescribed by this Certificate and the DGCL, and all rights, preferences and privileges herein conferred upon stockholders by and pursuant to this Certificate in its current form or as hereafter amended are granted subject to the rights reserved in this Article XI. Notwithstanding the foregoing, from and after the occurrence of the Trigger Event, notwithstanding any other provisions of this Certificate or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any greater or additional vote or consent required hereunder (including any vote of the holders of any particular class or classes or series of stock required by law or by this Certificate or any Preferred Stock Designation), the affirmative vote of the holders of at least 66 2/3% of the voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class, shall be required to alter, amend or repeal Articles V (Board of Directors), VI (Consent of Stockholders in Lieu of Meeting; Special Meetings of Stockholders), VII (Limitation of Liability), VIII (Corporate Opportunities and Competition), IX (Exclusive Forum), X (Section 203 of the DGCL) and this Article XI, and no other provision may be adopted, amended or repealed that would have the effect of modifying or permitting the circumvention of the provisions set forth in any of such Articles.
B. 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 make, alter and repeal the Bylaws without the consent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Certificate. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the total authorized number of directors. From and after the occurrence of the Trigger Event, notwithstanding any other provisions of this Certificate or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any additional or greater vote or consent required hereunder (including any vote of the holders of any particular class or classes or series of stock required by law or by this Certificate or any Preferred Stock Designation), the affirmative ...
Amendment of Certificate of Incorporation and Bylaws. The Company shall following the Closing use its commercially reasonable efforts to call a special or annual meeting (as applicable) of the stockholders of the Company to be held within sixty (60) days after the Closing, for the purpose of (i) soliciting stockholder approval of amendments to the Company’s certificate of incorporation and bylaws to remove the classification of directors, (ii) soliciting stockholder approval of amendments to the Company’s bylaws to (A) remove the supermajority voting requirements whereby certain matters must be approved by 66 2/3% of the members of the Board and/or the holders of 66 2/3% of the voting power of all outstanding shares of the Company’s common stock, (B) permit stockholders holding a majority of the outstanding shares to call special meetings of stockholders and (C) permit stockholder actions by written consent and remove the requirement that stockholders may only take action at an annual or special meeting of stockholders, and (iii) adopt a new equity incentive plan or otherwise amend the Company’s current equity incentive plan to increase the number of shares authorized for issuance thereunder; provided, in each case, that the stockholders have not approved such proposal at the annual meeting of stockholders to be held prior to the Closing. Until such time as the Company’s bylaws have been amended as set forth in the preceding sentence, upon the written request to hold a special meeting from at least two of the three members of the Board nominated by the Purchasers, the Company shall use its commercially reasonable efforts to call a special meeting of the stockholders of the Company to be held within sixty (60) days after the date of such request for the purpose of taking any of the actions set forth in the preceding sentence or any other action that is proposed in good faith by at least three members of the Board for a legitimate corporate purpose.
Amendment of Certificate of Incorporation and Bylaws. Under the BCL, a New York corporation may amend its certificate of incorporation if such action is declared advisable by the board of directors and approved by the affirmative vote of shareholders entitled to cast a majority of all of the votes entitled to be cast on the matter. Our bylaws provide that each of our board of directors and our shareholders has the power to adopt, alter or repeal any provision of our bylaws and to make new bylaws. Under the BCL, a New York corporation generally may not dissolve, merge or consolidate with another entity, sell all or substantially all its assets or engage in a statutory share exchange unless the action is declared advisable by the board of directors and approved by the affirmative vote of shareholders entitled to cast a majority of the votes entitled to be cast on the matter, unless a greater percentage is specified in the corporation’s certificate of incorporation. Our certificate of incorporation, as amended, does not provide for a super majority vote on any matter.
Amendment of Certificate of Incorporation and Bylaws. So long as the Company has not consummated a Public Offering, each Investor agrees that it, he or she shall not consent in writing or vote or cause to be voted any shares of Common Stock now or hereafter owned or controlled by it, him or her in favor of any amendment, repeal, modification, alteration or rescission of, or the adoption of any provision in the Company’s Certificate of Incorporation or Bylaws inconsistent with this Agreement unless the Fund consents in writing to such action or votes or cause to be voted all of the shares of Common Stock held by it in favor of such action.
Amendment of Certificate of Incorporation and Bylaws. Amend, modify or waive any term or material provision of its Certificate of Incorporation or Bylaws, unless required by law; provided, that Lenders hereby acknowledge and consent to Borrower’s current process of changing its state of incorporation from Delaware to Nevada and its name to Ante5 Oil & Gas, Inc. The Borrower shall provide at least three (3) Business Days’ advance notice of the effective date of any such change in its name or state of incorporation.
Amendment of Certificate of Incorporation and Bylaws. Except upon the affirmative vote of Stockholders holding Equity Securities with a combined voting power equal to at least 85% of the aggregate voting power of Equity Securities held by all Stockholders, the Company shall not amend the Certificate of Incorporation of the Company, or the Bylaws of the Company as set forth, respectively, in EXHIBITS A and B attached hereto.
Amendment of Certificate of Incorporation and Bylaws. The Issuer will not amend its Certificate of Incorporation or Bylaws in any manner that materially and adversely affects the Holders and without prior written confirmation of the Rating Agencies that such amendment will not result in any downgrade or withdrawal of their ratings on the Notes.
Amendment of Certificate of Incorporation and Bylaws. So long as the Company has not consummated a Public Offering (as defined in Section 6.1(e)), each Investor agrees that it, he or she shall not consent in writing or vote or cause to be voted any shares of Common Stock now or hereafter owned or controlled by it, him or her in favor of any amendment, repeal, modification, alteration or rescission of, or the adoption of any provision in the Company's Certificate of Incorporation or Bylaws inconsistent with this Agreement unless the Fund and Roj (so long as Roj continues to own at least 5% of the outstanding Securities of the Company at any one time or 50% of the Securities purchased by Roj pursuant to this Agreement) or, if Roj no longer owns such amount of Securities, by his Permitted Transferees (so long as Roj and his Permitted Transferees continues to own at least 5% of the outstanding Securities of the Company at any one time or 50% of the Securities purchased by Roj pursuant to this Agreement) consent in writing to such action or votes or cause to be voted all of the shares of Common Stock held by both of them in favor of such action; provided that, so long as the Company has not consummated a Public Offering (as defined in Section 6.1(e)), the Fund shall not consent to any amendment which would adversely affect Roj's right to designate a director to the Company's Board of Directors or remove, or fill any vacancy created with respect to, any director designated by Roj as set forth in Sections 5.2, 5.3 and 5.4 of this Agreement.
Amendment of Certificate of Incorporation and Bylaws. So long as the Company has not consummated a Public Offering (as defined in Section 6.1(c)), each Investor agrees that it shall not consent in writing or vote or cause to be voted any shares of Common Stock and Preferred Stock now or hereafter owned or controlled by it in favor of any amendment, repeal, modification, alteration or rescission of, or the adoption of any provision in the Company's Certificate of Incorporation or Bylaws inconsistent with this Agreement unless CVC consents in writing to such action or votes or cause to be voted all of the shares of Common Stock and Preferred Stock held by it in favor of such action; provided that, so long as the Company has not consummated a Public Offering (as defined in Section 6.1(c)), CVC shall not consent to any amendment which would adversely affect the Continuing Investors' right to designate a director to the Company's Board of Directors or remove, or fill any vacancy created with respect to, any director designated by the Continuing Investors as set forth in Sections 5.2, 5.3 and 5.4 of this Agreement.
