Amendment to Company Certificate of Incorporation Sample Clauses

Amendment to Company Certificate of Incorporation. Immediately prior to the Effective Time, the Company shall file the Company Certificate Amendment with the Secretary of State of the State of Delaware.
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Amendment to Company Certificate of Incorporation. Prior to the Closing Date, the Company shall amend and restate its Fourth Amended and Restated Certificate of Incorporation, in a form reasonably acceptable to Acquiror, to (a) amend the definition of “Liquidation Transaction” therein to include, for the avoidance of doubt, the Merger and (b) provide that upon the consummation of the Merger, the Merger Consideration shall be allocated among the Company Stockholders as provided in this Agreement (the “Company Charter Amendment”).
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Amendment to Company Certificate of Incorporation. Prior to the Closing the Company shall amend its Certificate of Incorporation, substantially in the form of Exhibit G hereto, to provide that the payments as described above shall not conflict with the provisions of the Company’s Certificate of Incorporation.
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Amendment to Company Certificate of Incorporation. Prior to the Closing Date, the Company shall amend the Company Certificate of Incorporation to provide that the consideration payable to the holders of Company capital stock hereunder shall satisfy any and all obligations of the Company in connection with a “Deemed Liquidation Event” (as such term is defined in the Company Certificate of Incorporation) under Section 2.3 of the Company Certificate of Incorporation (the “Company Charter Amendment”).
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Amendment to Company Certificate of Incorporation. The amendment, in the form attached hereto as Exhibit A, has been approved and adopted by holders of Company Capital Stock under the laws of the State of Delaware and has been filed with the Secretary of State of the State of Delaware.
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Related to Amendment to Company Certificate of Incorporation

  • 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.

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended to read in its entirety as set forth in Exhibit A attached hereto and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law.

  • The Certificate of Incorporation of the --------- Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least seventy-five percent of the outstanding shares of Series A Junior Participating Preferred Stock, voting together as a single class.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Amended and Restated Certificate of Incorporation 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 Amended and Restated Certificate of Incorporation.

  • Articles of Incorporation; Bylaws (a) At the Effective Time, the articles of incorporation of Merger Sub shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by applicable Law.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Amendment of Certificate of Incorporation The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all powers, preferences and rights of any nature conferred upon stockholders, directors or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

  • Certificate of Incorporation of Surviving Corporation Effective at the Effective Time, the Certificate of Incorporation of the Company in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation without any amendment or modification as a result of the Merger.

  • Amendments to Certificate of Incorporation The Company covenants and agrees that prior to its initial Business Combination it will not seek to amend or modify its Certificate of Incorporation, except as set forth in the Certificate of Incorporation.

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