Amendment to Charter. Each member of the Jayhawk Group hereby agrees, whether by written consent or at a meeting of the Company’s shareholders held by such purpose, to vote and issue its consent with respect to all of the shares of common stock and Series 2 Preferred beneficially owned by the Jayhawk Group “for” and in favor of the adoption and approval to amend the Certificate of Designations included in the Charter, substantially as follows (collectively, the “Amendments”):
Amendment to Charter. From and after the date hereof, each Shareholder agrees to vote all of his, or its shares over which he or it has voting control, and will take all other necessary or desirable actions within his or its control, and the Company will take all necessary or desirable actions within its control, in order to cause an amendment to the Company's charter to increase the authorized Common Stock of the Company upon exercise by holders of Class A Preferred Stock, Class B Preferred Stock or Class D Preferred Stock of their rights to convert such stock into shares of Common Stock.
Amendment to Charter. Make any amendment to its Amended Articles -------------------- or Bylaws which limits its legal capacity or ability to perform its obligations under this Agreement, the Ancillary Agreements, the Business Plan, the memorandum relating to governance matters dated December 1, 1993, as updated January 7, 1994, or any other instrument or agreement executed or to be executed pursuant to the provisions hereof or thereof or which may materially adversely affect the rights of the Investors.
Amendment to Charter. 24 20. Governing Law; Successors and Assigns.....................................................................24 21. Waivers...................................................................................................25 22. Severability..............................................................................................25 23. Captions..................................................................................................25 24. Counterparts..............................................................................................25 25.
Amendment to Charter. Notwithstanding any other provision of this Certificate of Incorporation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66- 2/3%) of the voting power of all of the then outstanding shares of the stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend in any respect or repeal this Article VI and Articles VII and VIII below.
Amendment to Charter. Within forty-five (45) days of the Closing Date (the “Charter Effective Date”), the Company shall use its best efforts to amend its charter to increase the number of authorized shares from 200 million to 300 million. If the Company fails for any reason to file an amended charter pursuant to this Section 4.10 prior to the Charter Effective Date, the Company shall pay to such Holder, in cash, as liquidated damages and not as a penalty, $0.27 per day for each $1,000 in Notes purchased by such Purchaser until such amended charter is effective.
Amendment to Charter. Within one-hundred eighty (180) days after the Closing Date, the Company shall take such actions as are necessary (including calling a stockholder meeting) to amend the Company’s Certificate of Incorporation to provide the Company’s stockholders with the ability to act by written consent in lieu of a meeting to fullest extent permissible under Section 228 of the Delaware General Corporation Law.
Amendment to Charter. The charter of the Borrower is amended in a way which would contravene or result in the contravention of any material provision of this Agreement.
Amendment to Charter. Prior to the Migratory Merger Effective Time, DE2005 REIT shall amend its charter to increase the total authorized shares of common stock to 20,000,000 and effect any other amendments necessary to consummate the transactions contemplated hereunder, including, without limitation, an amendment to DE2005 REIT's charter permitting the holders of DE2005 REIT Common Shares in the REIT Acquisition Merger to receive the different consideration provided pursuant to this Agreement.
Amendment to Charter. The Company will use its best efforts to propose at the next shareholders' meeting of the Company an amendment to the charter of the Company to allow for the preemptive rights described in Paragraph 4E. The Company will use its best efforts to cause its Board of Directors to recommend such amendment for approval. Each Holder agrees to vote any Common Stock it owns in favor of such amendment.
