Amendment of the Certificate of Designations Sample Clauses

Amendment of the Certificate of Designations. As promptly as possible after the date hereof, the Issuer shall cause the Certificate of Amendment to be filed with the Secretary of State of the State of Delaware so as to provide for the possible increase in dividends on the Series A Shares contemplated by Section 3.02(a) and the Holders hereby agree to consent to such amendment.
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Amendment of the Certificate of Designations. Sigma Opportunity Fund and Xxxxxx X. Xxxxxx being the holders of 100% of the Company’s outstanding Series C Preferred each consent to the amending of the Certificate of Designations as set forth herein.
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Amendment of the Certificate of Designations. (a) The Company hereby agrees, on the basis of the representations, warranties and agreements of Credit Suisse contained herein and subject to all the terms and conditions set forth herein, to file the amendment to the Certificate of Designations contemplated by this Agreement, in the form attached hereto as Exhibit A, with the Delaware Secretary of State on December 30, 2014, or on such other date prior to December 30, 2014 as the Company and Credit Suisse may agree upon in writing (the “Closing Date”). (b) In accordance with Section 7.1 of the Certificate of Designations (as amended by this Agreement), upon the basis of the representations, warranties and agreements of the Company contained herein and subject to all the terms and conditions set forth herein, Credit Suisse hereby consents to the amendment to the Certificate of Designation contemplated by this Agreement, in the form attached hereto as Exhibit A, and consents to the Company’s filing of the same with the Delaware Secretary of State on the Closing Date. (c) In exchange for the consent of Credit Suisse evidenced by Section 2(b), the Company hereby agrees to pay to Credit Suisse $5,086,433 on the Closing Date, by wire transfer in immediately available funds. (d) Each of the Company and Credit Suisse hereby represents and warrants to, and agrees with, the other, that Credit Suisse is the Holder (as defined in the Certificate of Designations as amended by this Agreement) of all of the outstanding Shares as of the date hereof. (e) Each of the Company and Credit Suisse hereby represents and warrants to, and agrees with, the other, that the aggregate amount of dividends payable on the Shares for the Dividend Period (as defined in the Certificate of Designations, as amended by this Agreement) ending on, but excluding, the Dividend Payment Date (as defined in the Certificate of Designations, as amended by this Agreement) next following the date hereof shall be $2,402,999. (f) Credit Suisse agrees that if the Company becomes a wholly owned subsidiary of a newly formed holding company that, at that time, does not have other operations or assets, if any action by Credit Suisse is required to effect an exchange or conversion of Credit Suisse’s Shares into substantially identical shares of perpetual convertible preferred stock issued by such holding company, then Credit Suisse will work with the Company in good faith to effect such exchange or conversion, provided that nothing herein shall be deemed to giv...
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Amendment of the Certificate of Designations. The Holders consent to the filing the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock attached hereto as Exhibit “A” with the Secretary of State of Delaware and agrees that the Certificate of Designations shall be of no further force or effect.
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Related to Amendment of the Certificate of Designations

  • Certificate of Designations The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware.

  • Certificate of Designation The Certificate of Designation shall have been duly filed with the Secretary of State of the State of Delaware.

  • Filing of Certificate of Designation The Certificate of Designation shall have been filed with the Secretary of State of the State of Delaware.

  • Certificate of Amendment A successor Owner Trustee appointed under this Agreement will promptly file a certificate of amendment to the Certificate of Trust with the Secretary of State of the State of Delaware identifying the name and principal place of business of the successor Owner Trustee in the State of Delaware. The successor Owner Trustee will promptly deliver a file-stamped copy of the certificate of amendment to the Administrator.

  • Effect of Designation (i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing. (ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).

  • Amendment to Certificate of Incorporation The Depositor will not amend its Certificate of Incorporation or state of incorporation without prior notice to the Rating Agencies, the Indenture Trustee, and the Credit Enhancer.

  • Articles of Amendment In connection with the First Closing, the Company shall file the Articles of Amendment in the Commonwealth of Virginia, and such Articles of Amendment shall continue to be in full force and effect as of the First Closing Date and the Second Closing Date.

  • Series Designation The Series Designation establishing a Series may: (i) specify a name or names under which the business and affairs of such Series may be conducted; (ii) designate, fix and determine the relative rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities and obligations in respect of Interests of such Series and the Members associated therewith (to the extent such terms differ from those set forth in this Agreement) and (iii) designate or authorize the designation of specific Officers to be associated with such Series. A Series Designation (or any resolution of the Managing Member amending any Series Designation) shall be effective when a duly executed original of the same is included by the Managing Member among the permanent records of the Company, and shall be annexed to, and constitute part of, this Agreement (it being understood and agreed that, upon such effective date, the Series described in such Series Designation shall be deemed to have been established and the Interests of such Series shall be deemed to have been authorized in accordance with the provisions thereof). The Series Designation establishing a Series may set forth specific provisions governing the rights of such Series against a Member associated with such Series who fails to comply with the applicable provisions of this Agreement (including, for the avoidance of doubt, the applicable provisions of such Series Designation). In the event of a conflict between the terms and conditions of this Agreement and a Series Designation, the terms and conditions of the Series Designation shall prevail.

  • Amendment of Certificate of Incorporation The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders, directors, or any other persons herein are granted subject to this reservation.

  • Amendment of Agreement and Certificate of Limited Partnership For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an amendment of Exhibit A) and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4 hereof.

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