Amendment to the Bylaws. The Company shall take any and all actions necessary on its part to make effective, as of the Closing, the Amended and Restated By-Laws of the Company attached hereto as Exhibit B (the “Restated By-Laws”). The Restated By-Laws shall be and remain effective from the Closing and until thereafter amended in compliance with the terms thereof and applicable law.
Amendment to the Bylaws. (i) Section 2.2(g) of the Bylaws shall be amended to state: “The Board of Directors, and/or Nominating and Corporate Governance Committee shall have the sole, exclusive and non-delegable authority and responsibility to determine whether a nomination proposed to be made or any business proposed to be transacted by a Record Stockholder has been made in accordance with the procedures set forth in this Bylaw and has in all other respects been properly brought before the meeting. Notwithstanding the immediately preceding sentence, the Board and/or Nominating and Corporate Governance Committee may rely in good faith on the information, opinions, reports or statements presented by officers, advisors, and management to the extent provided by the DGCL in making this determination. If the Board and/or Nominating and Corporate Governance Committee determines that a proposed nomination or business has not been made in accordance with the procedures set forth in this Bylaw or has not otherwise been properly brought before the meeting, the chairperson of the meeting, following the determination of the Board and/or Nominating and Corporate Governance Committee shall declare that such proposed business or nomination shall not be presented for stockholder action at the meeting.”
(ii) The following subsection shall be added to Section 2.2 of the Bylaws: “Any material deficiencies identified by the Board of Directors and/or Nominating and Corporate Governance Committee within a stockholder nomination notice must be disclosed to the Nominating Stockholder within 30 days of the Secretary’s receipt of the stockholder nomination notice. Thereafter, the Nominating Stockholder shall have 14 days after notice of such deficiencies have been delivered to such Nominating Stockholder to respond to said deficiencies.”
(iii) The following two sentences shall be added to Section 2.4 of the Bylaws: “The questionnaire contemplated by this section shall be prepared not less than 30 days prior to the first day a shareholder can make a nomination per Section 2.2(c) of these Bylaws. The questionnaire so furnished must be the same form completed by the Company’s then-current directors.”
Amendment to the Bylaws. 15.1 In the event the PROMISSEE-PURCHASER amends its bylaws reflecting a change of its trade name, assignment or change in its control, the PROMISSEE-PURCHASER must notify BR of the fact within [*****], through the Registry of Deeds and Documents.
Amendment to the Bylaws. On or prior to the date hereof, the Company has amended the Bylaws to enable the Investor to register the Shares on the Foreign Stock Record upon the execution of this Agreement.
Amendment to the Bylaws. Subject to the provisions of Article XVI, Section hereof, these Bylaws may be altered, amended or added to at any duly called meeting of the unit owners, provided:
(1) Notice of the meeting shall contain a statement of proposed amendment.
(2) If the amendment has received the unanimous approval of the full Board of Directors, then it shall be approved upon the affirmative vote of the Voting Members casting a majority of the total votes of the unit owners.
(3) If the amendment has not been approved by the unanimous vote of the Board of Directors, then the amendment shall be approved by the affirmative vote of the Voting Members casting not less than three-fourths (3/4ths) of the total votes of the unit owners, and,
(4) Said amendment shall be recorded and certified as required by the Condominium Act. Notwithstanding anything above to the contrary, until one of the events in Article II-A, Section 8 of the Bylaws occurs, these Bylaws may not be amended without a prior resolution requesting said amendment from the Board of Directors.
Amendment to the Bylaws. By virtue of the Capital Increase, caput of article 5, of Localiza’s Bylaws, shall be amended to reflect the new capital value and the new number of shares, according to the following wording:
Amendment to the Bylaws. The Bylaws of the Company shall have been amended as set forth in Exhibit I hereto.
Amendment to the Bylaws. The Board shall have adopted and approved the Amendment to the Bylaws in the form attached as EXHIBIT H hereto.
Amendment to the Bylaws
