Amendment of the By-Laws Sample Clauses

Amendment of the By-Laws. In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized to amend, alter or repeal the By-Laws of the Corporation, without the assent or vote of stockholders of the Corporation. Any amendment, alteration or repeal of the By-Laws of the Corporation by the Board of Directors shall require the affirmative vote of at least a majority of the directors then in office.
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Amendment of the By-Laws. Amending or revoking the By-laws in whole or in part or enacting any additional By-laws, except to resolve any conflict in favour of this Agreement;
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Amendment of the By-Laws. Upon execution of this Agreement, the Board of Directors shall amend the By-Laws of the Company to create the following committees of the Board ("Subsidiary Committees") which shall have the authority to vote all of the shares of common stock of the respective Subsidiaries held by the Company: ---------------------------------------------- --------------------------------- Name of Operating Subsidiary Type of Director ---------------------------- ---------------- ---------------------------------------------- --------------------------------- XxxxXxxxxxXxx.xxx, Inc. ("Marketing") Tomer Group Director ---------------------------------------------- --------------------------------- Tomer Group Director ---------------------------------------------- --------------------------------- Tomer Group Director ---------------------------------------------- --------------------------------- Xxxxx Group Director ---------------------------------------------- --------------------------------- Xxxxx Group Director ---------------------------------------------- --------------------------------- ---------------------------------------------- --------------------------------- RezConnect Technology, Inc. ("Technology") Xxxxx Group Director ---------------------------------------------- --------------------------------- Xxxxx Group Director ---------------------------------------------- --------------------------------- Xxxxx Group Director ---------------------------------------------- --------------------------------- Tomer Group Director ---------------------------------------------- --------------------------------- Tomer Group Director ---------------------------------------------- --------------------------------- (1) Xxxxx Group Director ---------------------------------------------- --------------------------------- Xxxxx Group Director ---------------------------------------------- --------------------------------- Tomer Group Director ---------------------------------------------- --------------------------------- Tomer Group Director ---------------------------------------------- --------------------------------- Outside Independent Director ---------------------------------------------- --------------------------------- (1) Upon the Company's Board of Directors being increased to nine (9) members including the appointment of the Outside Independent Director, the Board of Directors of the Booking Subsidiary will be increased to five (5) members and the Outside Ind...
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Amendment of the By-Laws. In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized to amend, alter or repeal the By-laws, without the assent or vote of stockholders of the Corporation. Any amendment, alteration or repeal of the By-laws by the Board of Directors shall require the affirmative vote of at least a majority of the directors then in office; provided that, during the period beginning at the Merger 2 Effective Time (as defined in the Agreement and Plan of Merger, dated as of June 15, 2016, by and among Envision Healthcare Holdings, Inc., AmSurg Corp. and New Amethyst Corp., as amended from time to time) and ending on the third (3rd) anniversary of the Merger 2 Effective Time, the provisions of Article XI of the By-laws may be amended, altered or repealed by the Board of Directors, and any By-law provision or other resolution inconsistent with Article XI of the By-laws may be adopted by the Board of Directors, only by the affirmative vote of three-fourths of the Board of Directors. In addition to any other vote otherwise required by law, the stockholders of the Corporation may amend, alter or repeal the By-laws only by the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock entitled to vote at any annual or special meeting of stockholders. Notwithstanding anything to the contrary in this Article NINTH, on the third (3rd) anniversary of the Merger 2 Effective Time, Article XI of the By-laws shall, automatically and without any action on the part of the Board of Directors or the stockholders of the Corporation, become void and be of no further force or effect.
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Amendment of the By-Laws. All Shareholders undertake to fully co-operate so as to incorporate, to the extent permitted by applicable laws, any of the provisions of this MSA in the new Company's By-laws.
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Amendment of the By-Laws. 16.1. All Xxxxxxx Shareholders agree that, unless as otherwise specified hereunder, Xxxxxxx shall be governed by Xxxxxxx'x By-laws as attached hereto as Annex 16.1. 16.2. Xxxxxxx'x By-laws shall, to the extent permitted by applicable law and advised by the respective counsels, incorporate any relevant provision of this MSA and in particular be drafted so as to permit the timely and duly exercise of the Put and/or Call Options (as defined below) to the benefit of XXXXXX or to the indirect benefit of any of the Xxxxxxx Shareholders as provided hereunder; and to allow the timely and duly compliance with the provisions set forth under Article 8.5 of the MAA. 16.3. All matters reserved by law or by the By-laws to the decision of the shareholders' meeting of Xxxxxxx shall be resolved upon with the favourable vote of Xxxxxxx Shareholders representing at least the majority of the entire issued share capital of Xxxxxxx. 16.4. Xxxxxxx Shareholders undertake to negotiate in good faith appropriate deadlock provisions to prevent the dissolution of Xxxxxxx in the event that Xxxxxxx'x corporate bodies do not reach the majority required to pass their resolutions. PUT AND CALL OPTIONS PROVISIONS
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Amendment of the By-Laws. Purchaser shall cause the Company to convene a general meeting of the Company’s shareholders to amend the relevant articles of the By-Laws (i.e. remuneration of the directors);
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Amendment of the By-Laws. The By-Laws may be amended by a 2/3 majority vote of members present at an official meeting of the Board provided that the amendment was included in the call for the previous meeting and was discussed at said meeting.
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Related to Amendment of the By-Laws

  • Termination and Amendment of this Agreement This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment. This Agreement may be amended only if such amendment is approved (i) by Underwriter, (ii) either by action of the Board of Trustees of the Trust or at a meeting of the Shareholders of the Trust by the affirmative vote of a majority of the outstanding Shares, and (iii) by a majority of the Trustees of the Trust who are not interested persons of the Trust or of Underwriter by vote cast in person at a meeting called for the purpose of voting on such approval. Either the Trust or Underwriter may at any time terminate this Agreement on sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the other party.

  • Amendment of the Credit Agreement Effective as of the Amendment Effective Date, the Credit Agreement is hereby amended as follows: (a) The following definitions are added in the appropriate alphabetical order to Section 1.01 of the Credit Agreement:

  • Amendment of the Agreement The Company and the Participant may amend this Agreement only by a written instrument signed by both parties.

  • Amendment and Termination of the Plan The Board may, by resolution, at any time, amend or terminate the Plan. The power to amend or terminate the Plan shall include the power to direct the Trustee to return to the Parent all or any part of the assets of the Trust, including shares of Common Stock held in the Plan Share Reserve, as well as shares of Common Stock and other assets subject to Plan Share Awards which have not yet been earned by the Participants to whom they have been awarded. However, the termination of the Trust shall not affect a Participant's right to earn Plan Share Awards and to the distribution of Common Stock relating thereto, including earnings thereon, in accordance with the terms of this Plan and the grant by the Committee or the Board. Notwithstanding the foregoing, no action of the Board may increase (other than as provided in Section 9.01 hereof) the maximum number of Plan Shares permitted to be awarded under the Plan as specified at Section 5.03, materially increase the benefits accruing to Participants under the Plan or materially modify the requirements for eligibility for participation in the Plan unless such action of the Board shall be subject to ratification by the stockholders of the Parent.

  • Amendment of Terms a) In accordance with the School Boards Collective Bargaining Act, the central terms of this agreement, excepting term, may be amended at any time during the life of the agreement upon mutual consent of the central parties and agreement of the Crown.

  • Amendment and Termination No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

  • Amendment and Termination; Waiver Subject to the terms of the Plan, this Agreement may be amended or terminated only by the written agreement of the parties hereto. The waiver by BB&T of a breach of any provision of the Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the Participant. Notwithstanding the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with applicable law or changes to applicable law (including but in no way limited to Section 409A and federal securities laws), and the Participant hereby consents to any such amendments to the Plan and this Agreement.

  • Amendment and Termination of Agreement (a) We may amend any provision of this Agreement by giving you written notice of the amendment. Either party to this Agreement may terminate the Agreement without cause by giving the other party at least thirty (30) days' written notice of its intention to terminate. This Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act). (b) In the event that (i) an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970 is filed against you; (ii) you file a petition in bankruptcy or a petition seeking similar relief under any bankruptcy, insolvency, or similar law, or a proceeding is commenced against you seeking such relief; or (iii) you are found by the SEC, the NASD, or any other federal or state regulatory agency or authority to have violated any applicable federal or state law, rule or regulation arising out of your activities as a broker/dealer or in connection with this Agreement, this Agreement will terminate effective immediately upon our giving notice of termination to you. You agree to notify us promptly and to immediately suspend sales of Portfolio shares in the event of any such filing or violation, or in the event that you cease to be a member in good standing of the NASD. (c) Your or our failure to terminate this Agreement for a particular cause will not constitute a waiver of the right to terminate this Agreement at a later date for the same or another cause. The termination of this Agreement with respect to any one Portfolio will not cause its termination with respect to any other Portfolio. 11.

  • Amendment of Agreement This Agreement may be amended only by written agreement of the Adviser and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.

  • Amendments and Termination This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive.

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