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”):
(a) For a period of five (5) years from the date of completion of the exchange or tender, whichever is applicable, to allow LSB to purchase, redeem or otherwise acquire shares of its common stock (including without limitation, pursuant to the cashless exercise of Company options) without the approval of the holders of the Series 2 Preferred, notwithstanding that accrued and unpaid dividends may exist with respect to the Series 2 Preferred, and
(b) to provide that the existing right of the Series 2 Preferred to elect two directors to the Company’s Board of Directors when dividends are unpaid on the Series 2 Preferred will be effective only if and so long as at least 140,000 shares of Series 2 Preferred remain issued and outstanding. Each member of the Jayhawk Group agrees to (y) execute a written consent as a holder of Series 2 Preferred and common stock in accordance with the Delaware General Corporation Law, approving the adoption of the Amendments and (z) to vote “for” and in favor of the adoption and approval of the Amendments if the Company determines to hold a meeting of the holders of the Series 2 Preferred and/or the common stock to vote upon 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. 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. 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 ninety days (90) 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. 2 2C. Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2D. Blue Sky Clearance . . . . . . . . . . . . . . . . . . . . . . 2 2E.
Amendment to Charter. At or prior to the Closing, the Company shall have amended its Certificate of Incorporation to create the Class B Common Stock and class A common stock, $0.001 par value per share ("Class A Common"), each with the rights and privileges, and subject to the qualifications, limitations and restrictions substantially as set forth in Exhibit B attached hereto (the "Charter Amendment").
Amendment to Charter. 14 (e) Board Composition....................................................14 (f) Ancillary Agreements.................................................14 (g) Founder Stock Purchase Agreements....................................15 (h) Release of Lien on DR Assets and Licensed Assets.....................15 (i) Stock Option Plan....................................................15 6.2 Conditions of Obligations of the Company....................................15 (a) Representations and Warranties.......................................15 (b) Performance of Obligations...........................................15 (c) Secretary's Certificate..............................................15 (d)
