Amendment of the Company's Certificate of Incorporation Sample Clauses

Amendment of the Company's Certificate of Incorporation. Simultaneously upon the Initial Closing, the Company shall have filed an amendment to its Certificate of Incorporation, satisfactory in form and substance to the Investor's counsel, providing that upon the earlier to occur of (a) the Closing of the Company's initial public offering of equity securities pursuant to Section 5 of the Securities Act and (b) a "Liquidation Event" as hereinafter defined, all shares of Class A Common Stock shall automatically become shares of Common Stock and all options, warrants, convertible securities, or any other derivative securities exercisable for or convertible into shares of Class A Common Stock shall automatically become exercisable for or convertible into shares of Common Stock, and the Company shall no longer be authorized to issue any additional shares of Class A Common Stock except as may be authorized by the stockholders of the Company, subject to the provisions of Section 1.4 of the Securityholders' Agreement. For purposes of this Section 6.18 "Liquidation Event" shall have the meaning (i) set forth in Section 5 of the Certificate of Designations, Preferences and Rights for the Series A Preferred Stock, in addition to (ii) the definition of "change of control" as set forth in subclause 1.4(d)(iii) of the Securityholders' Agreement.
Sample 1
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Amendment of the Company's Certificate of Incorporation. The Company's Certificate of Incorporation will be amended to include the provisions set forth in EXHIBIT A attached hereto, will be in full force and effect at the Initial Closing as so amended and will not have been further amended or modified.
Sample 1

Related to Amendment of the Company's Certificate of Incorporation

  • 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 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.

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation. (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

  • The Certificate of Incorporation of the --------- Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least seventy-five percent of the outstanding shares of Series A Junior Participating Preferred Stock, voting together as a single class.

  • Certificate of Incorporation; By-laws (a) At the Effective Time the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-laws.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Certificate of Incorporation; Bylaws; Directors and Officers The Certificate of Incorporation of the Surviving Company from and after the Closing shall be the Certificate of Incorporation of ProVision until thereafter amended in accordance with the provisions therein and as provided by the applicable provisions of the State Corporation Law. The Bylaws of the Surviving Company from and after the Closing shall be the Bylaws of ProVision as in effect immediately prior to the Closing, continuing until thereafter amended in accordance with their terms, the Certificate of Incorporation of the Surviving Company and as provided by the State Corporation Law. The Directors of ProVision at the Effective Time shall continue to be the Directors of the Merger Sub.

  • Certificate of Incorporation, Bylaws, and Minute Books The copies of the Articles of Incorporation and of the Bylaws of ATDH which have been delivered to Global are true, correct and complete copies thereof. The minute book of ATDH, which has been made available for inspection, contains accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the Shareholder of ATDH since the date of incorporation and accurately reflects all transactions referred to in such minutes and consents in lieu of meetings.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Articles of Incorporation; Bylaws (a) At the Effective Time, the Articles of Incorporation of Company, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation of the Surviving Corporation. (b) The Bylaws of Company, as in effect immediately prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

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