Amendment to Restated Certificate Sample Clauses

Amendment to Restated Certificate. The Company shall have filed the Certificate of Amendment of Restated Certificate of Incorporation in the form attached hereto as Exhibit D-2 with the Delaware Secretary of State.
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Amendment to Restated Certificate. The filing of the Restated Certificate shall have been accepted by the Secretary of State of the State of Delaware. The Company shall deliver to Purchase (i) a good standing certificate of the Company and each Major Subsidiary issued by the Secretary of State or other applicable official of the jurisdiction of such entity's formation and (ii) foreign qualification and good standing certificates of the Company and each Major Subsidiary issued by the Secretary of State or other applicable official of California, Delaware, Florida, Nevada and Washington.
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Amendment to Restated Certificate. The filing of the Restated Certificate shall have been accepted by the Secretary of State of the State of Delaware.
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Amendment to Restated Certificate. The Company shall have filed the Amendment to Restated Certificate with the Secretary of State of Delaware on or prior to the Closing, which shall continue to be in full force and effect as of the Closing.
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Amendment to Restated Certificate. The Company shall amend its Certificate of Incorporation as set forth in the Certificate of Amendment attached hereto as Exhibit E in order to authorize the conversion of shares of Company Capital Stock in accordance with Section 2.1 and the deposit of the Escrow Amount and Patent Escrow Amount in accordance with Section 2.2, to permit valuation of Parent Common Stock at the Average Parent Stock Price for purposes of compliance with the distribution provisions of the Certificate and to waive any notice requirements imposed in the Certificate that would otherwise be applicable to the Merger. The Company shall file the Certificate of Amendment no later than two (2) Business Days after the Requisite Company Stockholder Consent is obtained.
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Amendment to Restated Certificate. In order to authorize the issuance of the additional number of shares of Series A Preferred Stock authorized by this Amendment, each undersigned Purchaser agrees to execute and deliver to the Company a consent to an amendment to the Company’s Amended and Restated Certificate of Incorporation that increases the number of shares of Series A Preferred Stock that the Company is authorized to issue to 700,003.
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Amendment to Restated Certificate. Notwithstanding the provisions of Article Fourth, Section E.2(b) of the Restated Certificate, the Company and the Shareholders agree that so long as at least 300,000 shares of the Series C Preferred Stock remain outstanding, then, unless the consent or approval of a `greater number of shares shall then be required by law, without first obtaining the approval of the holders of at least 75% of the number of shares of the Series C Preferred Stock at the time outstanding, given either by vote or written consent, voting or consenting as a distinct and separate class, the Company shall not take any of the actions described in Article Fourth, Sections E.2(b)(i) - (v). Each Shareholder shall vote the Shares owned by such Shareholder or over which it has voting control in a manner which will carry out the intent of the foregoing.
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Related to Amendment to Restated Certificate

  • Amendment and Restatement On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.

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