Amendment of Company By-laws Sample Clauses

Amendment of Company By-laws. The Company shall take all action necessary to amend the Company By-laws to provide that, from and after the date on which the Investor Nominees (as defined in the Stockholders Agreement) first become members of the Board until a Termination Event, if any, (i) the Board will be increased to eleven members, (ii) any action other than in the ordinary course and the appointment of members of the Company's audit and compensation committees, including without limitation actions described in Section 5.5(a), will require (x) the affirmative vote of at least eight members of the board acting at a duly convened meeting of the Board or (y) with respect to certain matters to be agreed upon by the Company and Buyer prior to the Initial Closing, will require the affirmative vote or at least four members of the Executive Committee acting at a duly convened meeting of the Executive Committee and (iii) the Investor Nominees (as such term is defined in the Stockholders Agreement) shall be entitled to vote in favor of directing the Company to make any Subsequent Closing but shall not be entitled to vote if a proposed request to make any Subsequent Closing has been otherwise approved by a majority of the members of the Board who are not Investor Nominees. The Company By-laws shall also provide that to the maximum extent permitted by law the Executive Committee shall be delegated the authority to approve any matter described in clause (ii) of the immediately preceding sentence.
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Amendment of Company By-laws. The Company By-laws shall have been amended to reflect the amendment set forth on Exhibit C;
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Related to Amendment of Company By-laws

  • Amendment of By-Laws These By-laws may be amended or repealed, and new by-laws adopted, by the Board of Directors in accordance with the Agreement.

  • Amendments to the by Laws Section 1. These By-Laws may be altered, amended or repealed, in whole or in part, and any new By-Law or By-Laws adopted at any regular or special meeting of the Board of Directors by a vote of the majority of all the members of the Board of Directors then in office. EXHIBIT C SECTION 321(B) CONSENT Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust Company hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor. WILMINGTON TRUST COMPANY Dated: July 10, 1999 By: /s/ Xxxxxx X. XxxXxxxxx --------------------------- Name: Xxxxxx X. XxxXxxxxx Title: Vice President EXHIBIT D NOTICE This form is intended to assist state nonmember banks and savings banks with state publication requirements. It has not been approved by any state banking authorities. Refer to your appropriate state banking authorities for your state publication requirements. R E P O R T O F C O N D I T I O N Consolidating domestic subsidiaries of the WILMINGTON TRUST COMPANY of WILMINGTON ---------------------------------------------- ---------------- Name of Bank City in the State of DELAWARE, at the close of business on March 31, 1999. -------- ASSETS

  • Amendment of Bylaws 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 adopt, amend or repeal the Bylaws of the Corporation.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:

  • Incorporation of Prior Agreements; Amendments This Lease contains all agreements of the parties with respect to any matter mentioned herein. No prior agreement or understanding pertaining to any such matter shall be effective. This Lease may be modified in writing only, signed by the parties in interest at the time of the modification. Except as otherwise stated in this Lease, Lessee hereby acknowledges that neither the real estate broker listed in Paragraph 15 hereof nor any cooperating broker on this transaction nor the Lessor or any employees or agents of any of said persons has made any oral or written warranties or representations to Lessee relative to the condition or use by Lessee of said Premises and Lessee acknowledges that Lessee assumes all responsibility regarding the Occupational Safety Health Act, the legal use and adaptability of the Premises and the compliance thereof with all applicable laws and regulations in effect during the term of this Lease except as otherwise specifically stated in this Lease.

  • Amendments to Original Agreement The Original Agreement is hereby amended as follows:

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows:

  • Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity” Depositor

  • Governing Law; Amendments This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. This letter agreement may not be amended or modified other than by a written agreement executed by you and an authorized employee of Xxxxx & XxXxxxxx Companies.

  • Amendment to Organizational Documents The Borrowers will not, and will not permit any of their respective Subsidiaries to, amend, modify or waive any of its rights in a manner materially adverse to the Lenders or any Borrower under its certificate of incorporation, bylaws or other organizational documents.

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