Amendment to Company Certificate of Incorporation Sample Clauses

Amendment to Company Certificate of Incorporation. The Company shall have filed 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 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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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 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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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 Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation. (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

  • 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

  • Articles of Incorporation; Bylaws (a) At the Effective Time, 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 of the Surviving Corporation. (b) The Bylaws of Company, as in effect immediately prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

  • 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 to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders, directors, or any other persons herein are granted subject to this reservation.

  • Certificate of Incorporation; By-laws (a) At the Effective Time the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-laws.

  • 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 (a) At the Effective Time, the certificate of incorporation of Merger Sub, 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 applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to 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.

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