Amendment to Certificate of Designation. If allowed pursuant to the DGCL and other applicable laws, the Board of Directors of the Company shall approve and file the Amendment to Section 3(c) of the Certificate of Designation, Preferences and Rights of Series C Convertible Preferred Stock, as filed with the Secretary of State of the State of Delaware on December 29, 2006, such that the rights of the holders of the Preferred Stock as set forth in Section 3(c) will apply so long as any of the shares of the Preferred Stock remain issued and outstanding. If the approval and filing of the Amendment as described in the preceding sentence is not allowed pursuant to the DGCL and other applicable laws, the Company shall hold a meeting of its stockholders within six (6) months of the Closing to approve the filing of the Amendment (a “Stockholders Meeting”). All Investors, by execution hereof, give their proxy to Pequot Mariner Master Fund, L.P. and Pequot Scout Fund, L.P. to vote their shares in favor of the Amendment at such Stockholders Meeting and each of the Company’s officers and directors shall give their proxy to Pequot Mariner Master Fund, L.P. and Pequot Scout Fund, L.P. to vote their shares in favor of the Amendment at such Stockholders Meeting on or prior to the Closing.
Amendment to Certificate of Designation. Promptly after the execution and delivery of this Amendment, the Purchasers and the Company hereby agree to amend the Amended Certificate of Designation consistent with the terms of this Amendment.
Amendment to Certificate of Designation. All conditions precedent to the closing of the amendment to the Certificate of Designation shall have been satisfied or waived prior to or contemporaneously with the closing hereunder and the terms and conditions of such amendment shall be reasonably satisfactory to the Administrative Agent.
Amendment to Certificate of Designation. On or prior to the date hereof, the Company shall deliver evidence of the filing of an Amendment to the Certificate of Designation, in the form attached hereto as Exhibit A (the “Certificate of Amendment”). Each Purchaser hereby consents to terms and filing of the Certificate of Amendment.
Amendment to Certificate of Designation. Seller agrees to consent to and approve an amendment to the Certificate of Designation (“CD Amendment”) (a) to permit the issuance of a class or series of preferred stock of the Company ranking as to dividends, redemption and/or distribution of assets upon a Liquidation (as defined in the Certificate of Designation) senior to the Preferred Stock and (b) to eliminate the limitations on Indebtedness and Liens in Sections 9(a) and 9(b) of the Certificate of Designation.
Amendment to Certificate of Designation. The Amendment shall have been duly authorized, executed and filed with and accepted by the Secretary of State of the State of Delaware.
Amendment to Certificate of Designation. The Company and --------------------------------------- the Investors agree to use commercially reasonable efforts to amend the Certificates of Designation Preferences and Rights of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series E Preferred Stock to clarify the relative rights of the Preferred Stock and the Common Stock upon a liquidation, dissolution or winding up of the Company.
Amendment to Certificate of Designation. The Company shall take all necessary action to effectuate the Amended and Restated Certificate of Designation, including the filing of the Amended and Restated Certificate of Designation with the Secretary of State of Delaware on the date hereof, and shall deliver evidence of the filing and acceptance thereof to each Primary Holder.
Amendment to Certificate of Designation. The Purchaser, as sole shareholder of the Preferred Stock, and eAutoclaims agree to restate the Certificate of Designation, Rights, Preferences and Limitations for the Series A Preferred Stock in accordance with the terms and provisions of the Amendment to Certification of Designations, Rights, Preferences and Limitations set forth on Exhibit "A", the terms of which are incorporated herein by reference ("Restated Certificate of Designation"). Promptly upon execution of this Agreement by all Parties, eAutoclaims shall cause same to be authorized by all necessary corporate action, and the Restated Certificate of Designation to be filed in the public records for the State of Nevada.
Amendment to Certificate of Designation. The filing with the Delaware Secretary of State of an amendment to the Certificate of Designations, Preferences and Rights of Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock of the Company (the "Certificate of Designations") amending such terms as provided on Exhibit A hereto. Each Seller hereby agrees to execute the consent attached hereto as Exhibit A authorizing the filing of the amendment to the Certificate of Designations and an amendment to the Certificate of Incorporation of the Company to increase the number of shares of Common Stock authorized to be issued by the Company from 100,000,000 to 250,000,000.
