Amendments to Articles of Incorporation and Bylaws. The Company, the Medicor Parties, the ERI Parties and the Belfer Parties shall take or cause to be taken all lawful action necessary to ensure at all times that the Company's Articles of Incorporation and Bylaws are at all times consistent with the provisions of this Agreement.
Amendments to Articles of Incorporation and Bylaws. Each Shareholder hereby agrees to vote all shares of stock of the Company, including the Common Stock, and including beneficial interest in such shares of stock, of whatever class, series or designation (collectively “Shares”) now or hereafter owned by such Shareholder, and agrees to direct his or its Nominee(s) on the Board of Directors of the Company (the “Board of Directors”) to vote, to cause the Articles of Incorporation of the Company and the Bylaws of the Company, each as in effect as of the Effective Date except as may be amended, altered and repealed in accordance with paragraph (d) of Article II (the “Articles of Incorporation” and the “Bylaws,” respectively), to remain in full force and effect. Notwithstanding any implication in the foregoing to the contrary, except for purposes of the foregoing, as used herein, “Shares” shall not include any shares of capital stock of the Company owned by a Shareholder as a result of an award under the Company's 2008 Equity Incentive Plan and any shares of capital stock of the Company issued on or in respect of any such excluded capital stock, except as otherwise is set forth in the agreement or agreements thereunder with respect to such award or capital stock.
Amendments to Articles of Incorporation and Bylaws. Except for the amendments included in Exhibit D hereto, neither PSP11 nor AOPP will, at any time prior to the Effective Time, amend its respective articles of incorporation or bylaws.
Amendments to Articles of Incorporation and Bylaws. The Agent shall have received copies of all amendments to the Articles of Incorporation of Borrower and each Guarantor made since the Effective Date of the Credit Agreement, certified by the Secretary of State of the State or Country of its incorporation, and a copy of any amendments to the Bylaws of Borrower and each Guarantor, made since the Effective Date of the Credit Agreement, certified by Borrower and each Guarantor as being true, correct and complete;
Amendments to Articles of Incorporation and Bylaws. The Articles of Incorporation of Merger Sub as in effect immediately prior to the Effective Time shall be amended to change the name of Merger Sub to "North Carolina Motor Speedway, Inc.", and, as so amended, the Articles of Incorporation and the Bylaws of Merger Sub shall be the articles of incorporation and bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.
Amendments to Articles of Incorporation and Bylaws. (a) The Borrower shall give the Administrative Agent reasonable prior written notice of any proposed amendment to the Borrower’s articles of incorporation or Bylaws and prompt written notice of any amendments to the Borrower’s articles of incorporation or Bylaws approved by the Borrower’s board of directors.
(b) The Borrower shall not amend any provision of its articles of incorporation or Bylaws in a manner that is adverse to the interests of the Lenders.
Amendments to Articles of Incorporation and Bylaws. At the Effective Time, (i) the Articles of Incorporation of Saratoga shall be amended to read as follows: "The name of the Corporation is Fortune Credit & Insurance, Inc. and the original date of incorporation is June 17, 1996"; (ii) Article VI shall read: "The total authorized capital of the corporation shall be 850,000,000 shares of common stock, par value $0.0001 per share and 300,000,000 shares of preferred stock, par value $0.0001 per share. The board of directors shall have the authority, without any further approval of the shareholders, to establish the relative rights, preferences and limitations of any class of common or preferred stock. The consideration for the issuance of any shares of capital stock may be paid, in whole or in part, in money, services or other things of value. The judgment of the directors as to the value of the consideration for the shares shall be conclusive. When the payment of the consideration for the shares has been received by the corporation, such shares shall be deemed fully paid and nonassessable", and (iii) the Bylaws of Saratoga as in effect immediately prior to the Effective Time shall be the Bylaws in effect immediately after the Effective Time.
Amendments to Articles of Incorporation and Bylaws. At the Effective Time, (i) the Articles of Incorporation of Saratoga as amended, and as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation, except that Article "I" of the "Certificate of Incorporation of Saratoga International Holdings Corp.", the Surviving Corporation shall be amended to read as follows: "The name of the Corporation is Fortune Credit and Insurance Inc. and the original date of incorporation is June 17, 1996"; (ii) Article VI shall read: "The total authorized capital of the corporation shall be 500,000,000 shares of common stock, par value $0.001 per share and 100,000,000 shares of preferred stock, par value $0.001 per share. The board of directors shall have the authority, without any further approval of the shareholders, to establish the relative rights, preferences and limitations of any class of common or preferred stock. The consideration for the issuance of any shares of capital stock may be paid, in whole or in part, in money, services or other things of value. The judgment of the directors as to the value of the consideration for the shares shall be conclusive. When the payment of the consideration for the shares has been received by the corporation, such shares shall be deemed fully paid and nonassessable", and (iii) the Bylaws of Saratoga as in effect immediately prior to the Effective time shall be the Bylaws of the Surviving Corporation.
Amendments to Articles of Incorporation and Bylaws. (a) The Borrower shall give the Administrative Agent prompt notice of each amendments to the Borrower’s articles of incorporation or Bylaws and shall deliver to the Administrative Agent copies of each such amendment promptly upon becoming available.
(b) The Borrower shall not amend any provision of its articles of incorporation or Bylaws in a manner that (i) creates a right of set-off in favor of its members or removes any restrictions on any right of setoff its members may have, (ii) limits or restricts any right of setoff the Borrower may have against its members, (iii) limits or makes less favorable to the Borrower any subordination of obligations owed by the Borrower to any of its members, (iv) subordinates the Borrower’s right to payment of any obligation that constitutes a Receivable (as defined in the Security Agreement) owed to the Borrower by any of its members, (v) releases any lien or security interest granted to the Borrower by its members or reduces the scope of the obligations secured by any such lien or security interest, or (vi) limits or restricts the Borrower’s ability to make its rights or obligations to redeem its shares of capital stock or other equity interests subject to the terms of the Loan Documents and any replacements and refinancings thereof.
Amendments to Articles of Incorporation and Bylaws. At the Effective Time, by virtue of the Merger, the articles of incorporation and the bylaws of Seguin, as in effect immediately prior to the Effective Time, will be the articles of incorporation and bylaws of the Surviving Corporation, until thereafter amended as permitted by the Nevada Act and this Agreement.
