Amendment to Certificate of Incorporation and Bylaws. The DGCL provides generally that the affirmative vote of a majority of the outstanding stock entitled to vote on amendments to a corporation’s certificate of incorporation or bylaws is required to approve such amendment, unless a corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our bylaws may be further amended, altered, changed or repealed by a majority vote of our board of directors. However, pursuant to the Stockholders’ Agreement, no amendment to our certificate of incorporation or bylaws may be made without VIL’s prior written consent for so long as VIL has the right to designate at least one director to our board of directors under the Stockholders’ Agreement.
Amendment to Certificate of Incorporation and Bylaws. Any amendment of our certificate of incorporation must first be approved by a majority of our board of directors, and if required by law or our certificate of incorporation, must thereafter be approved by a majority of the outstanding shares entitled to vote on the amendment and a majority of the outstanding shares of each class entitled to vote thereon as a class, except that the amendment of the provisions relating to stockholder action, board composition, limitation of liability and the amendment of our bylaws and certificate of incorporation must be approved by not less than 75% of the outstanding shares entitled to vote on the amendment, and not less than 75% of the outstanding shares of each class entitled to vote thereon as a class. Our bylaws may be amended by the affirmative vote of a majority of the directors then in office, subject to any limitations set forth in the bylaws; and may also be amended by the affirmative vote of at least 75% of the outstanding shares entitled to vote on the amendment, or, if our board of directors recommends that the stockholders approve the amendment, by the affirmative vote of the majority of the outstanding shares entitled to vote on the amendment, in each case voting together as a single class.
Amendment to Certificate of Incorporation and Bylaws. 3.1 The Certificate of Incorporation and Bylaws of the Company may be amended from time to time upon mutual agreement between the Parties in accordance with the procedure set forth under Section 4.3 hereof.
3.2 The Parties recognize that the contents of the Certificate of Incorporation and Bylaws of the Company shall always be read, interpreted and applied within the spirit and the provisions of this Agreement. The Parties recognize further that the contents of certain provisions of the Certificate of Incorporation and Bylaws are more fully explained in this Agreement.
Amendment to Certificate of Incorporation and Bylaws. We may amend our certificate of incorporation in the manner presently or hereafter prescribed by statute, except as provided as follows, and all rights conferred to the stockholders are subject to the following reservation. In addition to any affirmative vote of the holders of any particular class or series of our capital stock required by law or by the amended and restated certificate of incorporation or any certificate of designation filed with respect to a series of preferred stock, the affirmative vote of the holders of at least 66.67% of the voting power of all of the then outstanding shares of capital stock entitled to vote generally in the election of directors is required to amend provisions relating to the management of the business, board of directors, director liability, indemnification and forum selection. Our bylaws may be amended by the affirmative vote of a majority of the authorized directors then in office, subject to the laws of the State of Delaware, and may also be amended by the affirmative vote of at least 66.67% of the outstanding shares entitled to vote generally in the election of directors, voting together as a single class, on the amendment. Our amended and restated certificate of incorporation and amended and restated bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for (A) any derivative action or proceeding brought on behalf of the Company; (B) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of Salarius to Salarius or our stockholders; (C) any action asserting a claim against Salarius arising pursuant to any provision of the DGCL, or our amended and restated certificate of incorporation or amended and restated bylaws; or (D) any action asserting a claim against Xxxxxxxx governed by the internal affairs doctrine. Nothing in our amended and restated certificate of incorporation or amended and restated bylaws preclude stockholders that assert claims to enforce a liability or duty created under the Securities Act or Exchange Act of 1934, as amended (“Exchange Act”) from bringing such claims in state or federal court, subject to applicable law. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to these provisions in our amended and restated certificate o...
Amendment to Certificate of Incorporation and Bylaws. Except as contemplated by this Agreement, make any amendment to the certificate or articles of incorporation or the bylaws of the Company or any of its Subsidiaries, or file any resolution of the Board of Directors of the Company or Citadel with the Nevada Secretary of State designating any series of Preferred Stock or amending the same.
Amendment to Certificate of Incorporation and Bylaws. ACP Holding shall have caused the Reorganized ACP Holding to adopt the Restated Certificate of Incorporation and Restated Bylaws in accordance with Delaware law and the Investors shall have received evidence thereof reasonably satisfactory to the Investors.
Amendment to Certificate of Incorporation and Bylaws. PNC agrees to vote all shares of BlackRock Capital Stock as to which it or an Affiliate has or shares voting power in favor of amendments to the Certificate of Incorporation and ByLaws of BlackRock so that not later than immediately prior to the Closing such documents read in their entirely as set forth in Exhibits 5.3(a) and 5.3(b), respectively.
Amendment to Certificate of Incorporation and Bylaws. Each Stockholder further agrees to take, or to cause the Board of Directors to take, all of the actions necessary to cause the Certificate of Incorporation and Bylaws of the Company to be amended to the extent necessary to conform to, and to be consistent with this Agreement, including any amendments hereto.
Amendment to Certificate of Incorporation and Bylaws. Our certificate of incorporation provides that the affirmative votes of the holders of at least a majority of the voting power of all of the then- outstanding shares of our voting stock will be required to amend certain provisions of our certificate of incorporation, including provisions relating to the size of our board of directors, removal of directors, special meeting of stockholders and actions by written consent. The affirmative votes of the holders of at least a majority of the voting power of all of the then-outstanding shares of our voting stock will be required to amend or repeal our bylaws. In addition, our bylaws may be amended by our board of directors, subject to any limitations set forth in the bylaws.
Amendment to Certificate of Incorporation and Bylaws. On Command hereby covenants and agrees, for so long as the Ascent Entities own the largest percentage (and at least 40%) of the outstanding securities of On Command entitled to be cast for the election of directors, not to amend, supplement, restate, cancel, modify or alter its Certificate of Incorporation or Bylaws in any manner whatsoever without the prior written consent of Ascent.
