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 -------------------------------
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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.
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Related to Amendment to Charter and Bylaws

  • Charter 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 the Charter or the Bylaws. Prior to the consummation of the Initial Business Combination, the Company will not amend the Charter in a manner adverse to the public stockholders without the prior written consent of the Representative.

  • 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 of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent and the Company prior to the Effective Time:

  • Certificate of Incorporation and Bylaws; Records The Company has provided or made available to the Investors accurate and complete (through the date of the Closing) copies of: (i) the certificate of incorporation and bylaws, including all amendments thereto, of the Company; (ii) the stock records of the Company; and (iii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of the Company, the board of directors of the Company and all committees of the board of directors of the Company (the items described in the foregoing clauses “(i),” “(ii)” and “(iii)” of this Section 2.2 being collectively referred to herein as the “Company Documents”). There have been no formal meetings held of, or corporate actions taken by, the stockholders of the Company, the board of directors of the Company or any committee of the board of directors of the Company that are not fully reflected in the Company Documents. There has not been any violation of any of the Company Documents, and at no time has the Company taken any action that is inconsistent in any material respect with the Company Documents. The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with all applicable legal requirements and prudent business practices.

  • 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:

  • 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 Company, as in effect immediately prior to the Effective Time, shall be amended in the Merger to be in the form of Exhibit A hereto and, as so amended, such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law.

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