Amendment of Charter and Bylaws. The Company shall, as soon as practicable, but not later than ninety (90) days from the Closing Date, hold a shareholders meeting to: (i) restate the Company’s Charter to eliminate the requirement of a classified board of directors; (ii) restate the Company’s Bylaws to update and standardize as recommended by Purchaser’s counsel; and (iii) take and ratify any other clean-up measures recommended by Purchaser or its agents.
Amendment of Charter and Bylaws. (a) Prior to the Closing, subject to the receipt by the Company of the Company Stockholder Approval, the Company shall amend and restate the Second Amended and Restated Certificate of Incorporation of the Company, as amended, by filing the Amended Charter with the Delaware Secretary of State.
(b) Effective as of the Closing, the Company Board shall adopt the Amended Bylaws as the bylaws of the Company.
Amendment of Charter and Bylaws. 45 8.10 Section 338(h)(10) Election ................................45 8.11
Amendment of Charter and Bylaws. Immediately prior to the Effective Time, Tower Aggregator shall take all necessary action to amend and file with the Delaware Secretary of State its Amended and Restated Certificate of Incorporation (and in each other location where filing is required to cause such Amended and Restated Certificate of Incorporation to become effective) in the form attached hereto as Exhibit H-1 and shall amend its Bylaws as contemplated by the terms of the Stockholders' Agreement.
Amendment of Charter and Bylaws. Subject to the terms and conditions set forth herein, prior to the Closing (as hereinafter defined), the Company Principals shall cause the Certificate of Incorporation and Bylaws of Triumph-Delaware to be amended to be in the forms of Exhibits A-1 and A-2 annexed hereto, respectively, with such changes therein, if any, as shall be mutually acceptable to the Purchaser and the Company Principals. The revised Certificate of Incorporation will, among other things, reclassify each of the 1,500 issued and outstanding shares of capital stock, par value $1.00 per share, of Triumph-Delaware into 466K shares of Common Stock, par value $.01 per share (the "Common Stock"), of Triumph-Delaware and authorize the issuance by Triumph-Delaware of preferred stock.
Amendment of Charter and Bylaws. 29 5.17 Receipts and Releases........................................... 29 5.18 Cooperation..................................................... 29
Amendment of Charter and Bylaws. At Closing, Xxxxxxx shall receive the amendment executed by the Board of Directors of Mnemonic, in substantially the form set forth in Exhibit "J" hereto, to the corporate bylaws of Mnemonic deleting indemnification with respect to the Seller and any matter under Section 8.2 of this Agreement and amending the number of directors of Mnemonic to four (4) from one (1).
