Amendment to Articles of Incorporation. Automatically, as a result of filing the Articles of Merger and this Plan in accordance with the MBCA, the Articles of Incorporation of the Surviving Corporation shall be amended as of the Effective Time to add a new Article 7 to read in its entirety as follows:
Amendment to Articles of Incorporation. So long as the Ownership Cap is 18% or more, the Company will propose, and the Board shall recommend for adoption by the shareholders of the Company, no later than the first annual meeting of shareholders following the end of the Company Buy Back Period (or such earlier time as the Total Ownership Percentage of the Investor Group shall equal the Ownership Cap), and no less frequently than each annual meeting thereafter until the Reclassification Amendment (as hereinafter defined) is adopted, an amendment (the "Reclassification Amendment") to the Articles of Incorporation of the Company providing for, and only for, (a) the authorization of a new class of common stock (in addition to the Common Stock) to be designated as the Class B Common Stock and consisting of the same number of authorized shares as the number of authorized shares of Series A Convertible Preferred Stock and which Class B Common Stock shall, as to each share, have the identical rights, powers and preferences (including as to dividends, voting rights, liquidation preference, restriction on transfer, adjustment and conversion) as pertains to each share of Series A Convertible Preferred Stock and (b) upon the adoption and effectiveness of the Reclassification Amendment, the automatic reclassification of each outstanding share of Series A Convertible Preferred Stock into one validly issued and fully paid share of Class B Common Stock (whereupon, all references to the Series A Convertible Preferred Stock in this Agreement shall thereafter mean and refer to the corresponding number of shares of Class B Common Stock). In connection with each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, the Company shall use its commercially reasonable efforts to cause the adoption of the Reclassification Amendment by the shareholders of the Company, including soliciting proxies in favor of the adoption of the Reclassification Amendment by the shareholders of the Company. If, after the date of the fifth annual meeting of the Company's shareholders following the end of the Company Buy-Back Period, (x) the Reclassification Amendment shall not have been approved by the shareholders of the Company, and (y) the Investor shall have been advised in writing by its regular independent public accounting firm that unless the shares of Series A Convertible Preferred Stock owned by the Investor Group are converted into Common Stock in acc...
Amendment to Articles of Incorporation. The Company shall have filed an amendment to its Articles of Incorporation with the Nevada Secretary of State increasing the authorized amount of its common stock from 300,000,000 to 800,000,000.
Amendment to Articles of Incorporation. Prior to Closing, Spectrum Resources, Inc. shall have submitted to the Secretary of State of the State of Nevada, and received a confirmation from said Secretary of State that the Amendment to the Articles have been approved changing the name of the corporation from Spectrum Resources, Inc., to Famous Fixins Inc.
Amendment to Articles of Incorporation. Subject to obtaining all necessary approvals from the FCC, the Company shall take all action necessary for an amendment to the Articles of Incorporation, in the form of Exhibit C hereto, to be presented to the shareholders of the Company for their approval as soon as reasonably practicable at an annual meeting and each Shareholder shall take all such actions as may be required so that all Voting Securities beneficially owned by such Shareholder are voted (in person or by proxy) for the approval of such amendment.
Amendment to Articles of Incorporation. The Articles of Incorporation of the Company shall have been amended to provide for the authorization of the Preferred Stock with the terms set forth in Exhibit A hereto.
Amendment to Articles of Incorporation. Make any amendment to the Borrower’s Articles of Incorporation that is likely to have a material adverse effect on the Borrower’s ability to perform its obligations under this Agreement, Security Documents to which the Borrower is a party and other related documents.
Amendment to Articles of Incorporation. RESOLVED, subject to the shareholder approval, the Board of Directors hereby authorizes and approves the amendment of the Company’s Articles of Incorporation in the form attached hereto as Schedule 1 (the “Articles of Amendment”); and FURTHER RESOLVED, that the Board of Directors hereby recommends the Articles of Amendment to the Company’s shareholders for approval at the next Annual Shareholders Meeting for which a proxy has not already been mailed; and FURTHER RESOLVED, that the Authorized Persons be and each hereby is individually authorized upon due approval by Shareholders to execute and file the Articles of Amendment with the Maryland Department of Assessments and Taxation and any other appropriate office(s), with such changes, additions, and deletions as the signing officer may approve; the execution of which shall be conclusive evidence of the Company’s approval thereof; and FURTHER RESOLVED, that the Board of Directors hereby approves and authorizes the filing of any regular annual proxy statement and other materials to accomplish the foregoing at the 2009 regular Annual Shareholders Meeting; and FURTHER RESOLVED, that the Authorized Persons be and each hereby is individually authorized to prepare and mail to the Company’s shareholders a proxy statement, together with any amendments or supplements thereto, and to engage the services of counsel, accountants and such other experts as they may deem necessary or appropriate in the proper preparation of the proxy statement.
Amendment to Articles of Incorporation. The Company shall take -------------------------------------- all action necessary, in accordance with applicable law and its Articles of Incorporation and By-laws, to effect the Company Articles Amendment and any other amendment to the Articles of Incorporation to permit the issuance of Additional Preferred Shares. At any time, and from time to time, as any holder of a series of Preferred Stock shall reasonably request, the Company shall cause an amendment to the applicable certificate of designation for a particular series of Preferred Stock to be filed so as to increase the number of authorized shares in such series of Preferred Stock to (a) take into consideration the accrual of dividends thereon which are payable in additional shares of such series of Preferred Stock (the "PIK Dividends"), and (b) to permit the issuance of additional shares of such series of Preferred Stock which may be issued pursuant to the exercise of Warrants to purchase shares of such series of Preferred Stock to be issued in connection with the PIK Dividends. If the Company consummates an acquisition from and after the Initial Closing, then Xxxxxxxxxx and the Company will in good faith appropriately adjust the targeted earnings before interest, taxes, depreciation and amortization ("EBITDA Targets") set forth in section 3(a)(i) of the Series A Preferred Designation, and the Company shall promptly file an amendment thereto to reflect the adjusted EBITDA Targets as agreed to by the Company and Xxxxxxxxxx.
Amendment to Articles of Incorporation. As soon as practible but in no event later than 45 days from the date of this Agreement, the Company shall amend its articles of incorporation to increase the number of authorized of Common Stock to 250,000,000 shares in the form of the Certificate of Amendment attached hereto as Exhibit C. Notwithstanding the foregoing, the parties hereto shall agree to extend the time limitation as a result of a review by the Commission of the Company's Schedule 14C Information Statement.
