Amendment to Charter and Bylaws Sample Clauses

Amendment to Charter and Bylaws. The Charter shall have been (i) duly amended to read in its entirety as set forth in Exhibit A and (ii) shall have been filed with the Secretary of State of the State of Delaware. The Company shall have duly amended the Bylaws, in form and substance satisfactory to the Purchasers and their counsel, and such Bylaws as so amended shall be in full force and effect.
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Amendment to Charter and Bylaws. Until the first day after the three-year anniversary of the Effective Time, Xxxxxx shall make no amendments or changes to its charter or bylaws that would affect the composition or size of its Board of Directors, the manner in which its Board of Directors is elected, and the duties and responsibilities of its Board of Directors unless GM has determined, in its sole and absolute discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Status of the Spin-Offs and the Tax-Free Status of the Xxxxxx Merger, that such amendment or change would not jeopardize the Tax-Free Status of the Spin-Offs or the Tax-Free Status of the Xxxxxx Merger.
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Amendment to Charter and Bylaws. The Certificate of Incorporation and/or Bylaws of the Target shall have been amended by the Sellers in a form satisfactory to Buyer to include, without limitation, the establishment of a five person board of directors with two classes of directors. One class of directors ("CLASS B DIRECTORS") will be made up of four directors, each of whom will have ------------------------------- (1) This number is the sum of the accrued compensation ($2.7 million) plus the approximate value of the Excluded Liabilities ($311k) minus the approximate value of the Excluded Assets ($461). one vote on all matters presented to such board of directors. The second class of directors ("CLASS A DIRECTORS"), shall be made up of one director who shall have a single vote weighted to equal five times the vote of any individual Class B Director. The amended Certificate of Incorporation and Bylaws shall become effective as of the Closing. At the Closing, each of the Sellers shall have been designated a Class B Director, and Buyer shall have designated the Class A Director.
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Amendment to Charter and Bylaws. (a) On or prior to the Closing Date, the Company shall have duly and validly amended and restated its existing Articles of Incorporation, in substantially the form of the Amended Charter, and filed the Amended Charter with the Secretary of State of the State of Nevada in accordance with the General Corporation Law of the State of Nevada. (b) On or prior to the Closing Date, the Company shall have duly and validly amended its Bylaws, in form and substance satisfactory to the Purchaser.
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Related to Amendment to Charter and Bylaws

  • Charter and Bylaws The rights of all stockholders and the terms of all stock are subject to the provisions of the Charter and the Bylaws.

  • Articles of Incorporation and Bylaws The articles of incorporation and bylaws of the entity holding the charter shall provide for governance of the operation of the School as a nonprofit corporation and public charter school and shall at all times be consistent with all applicable law and this Certificate. The School shall notify the Authorizer of any modification to the Articles or Bylaws within five (5) business days of approval by the Charter Board.

  • Certificate of Incorporation and Bylaws The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBC.

  • Articles and Bylaws Operator represents that a true and accurate copy of its current Articles of Incorporation (“Articles”) and Bylaws have been provided to IPS prior to the execution of this Agreement. If Operator materially amends its Articles or Bylaws during the Term of this Agreement, it shall provide notice to IPS of such amendment, and a copy of the amended Articles or Bylaws, within thirty (30) days of the amendment.

  • Certificate of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent prior to the Effective Time: (a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B; (b) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.

  • Articles of Incorporation and Bylaws of the Surviving Corporation At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Purchaser, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law. (b) Subject to the provisions of Section 6.05 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Amendment of Bylaws These bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors, but the stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise.

  • Amendment to Certificate of Incorporation The Depositor will not amend its Certificate of Incorporation or state of incorporation without prior notice to the Rating Agencies, the Indenture Trustee, and the Credit Enhancer.

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