Amendments to Certificate of Designations Sample Clauses

Amendments to Certificate of Designations. 1. Paragraph (f)(3)(B) shall be amended by replacing "Requisite Shareholder Approval" with "Requisite Nasdaq Approval". 2. Paragraph (g)(2) shall be amended and restated in its entirety as follows:
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Amendments to Certificate of Designations. Subject to the approval of the holders of not less than (a) a majority of each class of the Company’s outstanding common stock entitled to vote thereon, and (b) 66 2/3% of the Preferred Stock (the “Requisite Stockholder Consent”), the Company shall amend its Sixth Amended and Restated Certificate of Incorporation to (i) amend Section 3(c) of the Certificate of Designations to decrease the initial Conversion Price of the Preferred Stock from $338.39 per share to $281.99 per share, and (ii) amend and restate Section 6 of the Certificate of Designations in its entirety to read as follows:
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Amendments to Certificate of Designations. The Borrower shall have amended the Preferred Equity Documents in the form set forth in Exhibit L to the Senior Credit Agreement.
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Amendments to Certificate of Designations. (1) BioSphere hereby agrees to seek the consent of its stockholders to a Certificate of Amendment of the Certificate of Designations, in a form reasonably satisfactory the Investors (the “Certificate of Amendment”) to effect the following amendments (collectively, “Amendments”): (A) to provide that a holder of Series A Preferred Stock and/or Warrants shall not be entitled to convert its shares of Series A Preferred Stock and/or exercise its Warrants (i) to the extent that such conversion and/or exercise would result in a Change of Control, or (ii) to the extent that such conversion and/or exercise would result in the aggregate issuance of more than the 19.9% Threshold; and (B) to provide that the holders of Series A Preferred Stock shall not have the right to vote with the Common Stock to the extent the number of votes cast would exceed the number of Voting Shares. (2) BioSphere hereby agrees to seek the consent of its stockholders to the Certificate of Amendment and the Amendments at its next annual meeting of stockholders (the “Annual Meeting”). BioSphere shall prepare and file with the Securities and Exchange Commission a proxy statement meeting the requirements of Section 14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Proxy Statement”) to solicit stockholder approval of the Certificate of Amendment and the Amendments at the Annual Meeting. At least five business days before filing such Proxy Statement or any amendments or supplements thereto, BioSphere shall furnish to each Investor copies of all such documents proposed to be filed, including documents incorporated by reference in the Proxy Statement, and, if requested by either Investor, the exhibits incorporated by reference, and each Investor shall have the reasonable opportunity to review and comment on such documents, and BioSphere will incorporate into such documents the comments reasonably requested by each Investor. BioSphere shall use its commercially reasonable efforts to cause the Proxy Statement to be cleared by the Securities and Exchange Commission as promptly as reasonably practicable after such filing, and shall thereafter promptly mail the Proxy Statement to the stockholders of BioSphere. BioSphere shall keep the Investors apprised of the status of material matters relating to the Proxy Statement and the Annual Meeting. BioSphere shall notify the Investors promptly upon the receipt of any notices, comments or other comm...
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Amendments to Certificate of Designations. No Credit Party shall nor shall it permit any of its Subsidiaries to amend, amend and restate, supplement, waive or otherwise modify the Certificate of Designations (or the terms of the Preferred Stock) (a) to require the payment of any cash dividends or distributions or any other cash payments in respect thereof or to require mandatory redemptions of the Preferred Stock at any time prior to January 23, 2014 (except in connection with a Fundamental Change (as such term is defined in the Certificate of Designations (as in effect on the Second Amendment Effective Date or as amended from time to time as permitted pursuant to the terms of this Agreement) that will result in the Obligations being paid in full in cash), (b) to increase the quarterly rate at which cumulative dividends accrue on the Preferred Stock in excess of 14.375% per annum (plus any applicable penalty or default rate required pursuant to the terms of the Certificate of Designations (as in effect on the Second Amendment Effective Date or as amended from time to time as permitted pursuant to the terms of this Agreement)), or (c) in any other manner that would be materially adverse to the Agents or any Lender.”
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Amendments to Certificate of Designations. No Credit Party shall nor shall it permit any of its Subsidiaries to amend, amend and restate, supplement, waive or otherwise modify the Certificate of Designations (or the terms of the Preferred Stock) (a) to require the payment of any cash dividends or distributions or any other cash payments in respect thereof or to require mandatory redemptions of the Preferred Stock at any time prior to January 23, 2014 (except in connection with a Fundamental Change (as such term is defined in the Certificate of Designations (as in effect on the Second Amendment Effective Date or as amended from time to time as permitted pursuant to the terms of this Agreement) that will result in the Obligations being paid in full in cash), (b) to increase the quarterly rate at which cumulative dividends accrue on the Preferred Stock in excess of 14.375% per annum (plus any applicable penalty or default rate required pursuant to the terms of the Certificate of Designations (as in effect on the Second Amendment Effective Date or as amended from time to time pursuant to the terms of this Agreement)), or (c) in any other manner that would be materially adverse to the Agents or any Lender.”. (m) Section 9.2 of the Credit Agreement is hereby amended by deleting the last sentence thereof in its entirety and substituting the following in lieu thereof: “Administrative Agent hereby agrees that it shall (i) furnish to each Lender, upon such Lender’s request, a copy of the Register, (ii) cooperate with Lenders in granting access to any potential lenders identified to the Platform and (iii) maintain each Lender’s access to the Platform.”. (n) Section 9.3(b) of the Credit Agreement is hereby amended by deleting the words “Lead Arranger and/or Required Lenders” appearing therein and substituting the words “Requisite Lender” in lieu thereof. (o) Section 10.3 of the Credit Agreement is hereby amended by inserting the words “(which term shall for the purposes of this Section 10.3 include Lead Arranger)” immediately after the words “indemnify, pay and hold harmless, each Agent” appearing in clause (a) thereof. (p) Section 10.17 of the Credit Agreement is hereby amended by deleting the words “(which term shall for the purposes of this Section 10.17 include Lead Arranger)” appearing therein. (q) Appendix B to the Credit Agreement is hereby amended by inserting the following at the end thereof: “ABLECO FINANCE LLC, as a Lender: Ableco Finance LLC c/o Cerberus California LLC 00000 Xxx Xxxxxxx Xxxx, Suite...
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Related to Amendments to Certificate of Designations

  • Certificate of Designations The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware.

  • Certificate of Designation The Certificate of Designation shall have been duly filed with the Secretary of State of the State of Delaware.

  • Filing of Certificate of Designation The Certificate of Designation shall have been filed with the Secretary of State of the State of Delaware.

  • Amendment to Certificate of Trust If at any time required by Section 3810 of the Statutory Trust Statute, the Trustee, the Delaware Trustee and any other trustee of the Trust shall cause an amendment to the Certificate of Trust to be filed with the Secretary of State in accordance with the provisions of such Section 3810.

  • 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.

  • Restriction of Amendments to Certain Documents Not amend or otherwise modify, or waive any rights under, any Subordinated Debt Documents to the extent such amendment, modification or waiver would be materially adverse to the Lenders.

  • Amendments to Servicing Agreements, Modification of Standard Provisions (a) Subject to the prior written consent of the Trustee pursuant to Section 3.07(b), the Master Servicer from time to time may, to the extent permitted by the applicable Servicing Agreement, make such modifications and amendments to such Servicing Agreement as the Master Servicer deems necessary or appropriate to confirm or carry out more fully the intent and purpose of such Servicing Agreement and the duties, responsibilities and obligations to be performed by the Servicer thereunder. Such modifications may only be made if they are consistent with the REMIC Provisions, as evidenced by an Opinion of Counsel. Prior to the issuance of any modification or amendment, the Master Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's Certificate setting forth (i) the provision that is to be modified or amended, (ii) the modification or amendment that the Master Servicer desires to issue and (iii) the reason or reasons for such proposed amendment or modification. (b) The Trustee shall consent to any amendment or supplement to a Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a), which consent and amendment shall not require the consent of any Certificateholder if it is (i) for the purpose of curing any mistake or ambiguity or to further effect or protect the rights of the Certificateholders or (ii) for any other purpose, provided such amendment or supplement for such other purpose cannot reasonably be expected to adversely affect Certificateholders. The lack of reasonable expectation of an adverse effect on Certificateholders may be established through the delivery to the Trustee of (i) an Opinion of Counsel to such effect or (ii) written notification from each Rating Agency to the effect that such amendment or supplement will not result in reduction of the current rating assigned by that Rating Agency to the Certificates. Notwithstanding the two immediately preceding sentences, the Trustee may, in its discretion, decline to enter into or consent to any such supplement or amendment if its own rights, duties or immunities shall be adversely affected. (i) Notwithstanding anything to the contrary in this Section 3.07, the Master Servicer from time to time may, without the consent of any Certificateholder or the Trustee, enter into an amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating or reducing Month End Interest and (ii) providing for the remittance of Full Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer not later than the 24th day of each month (or if such day is not a Business Day, on the previous Business Day) or (B) to the WFHM Servicing Agreement for the purpose of changing the applicable Remittance Date to the 18th day of each month (or if such day is not a Business Day, on the previous Business Day). (ii) The Master Servicer may direct WFHM to enter into an amendment to the WFHM Servicing Agreement for the purposes described in Sections 3.07(c)(i)(B) and 10.01(b)(iii).

  • Amendments to Certain Documents Holdings and the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to amend, modify or change in any manner that is materially adverse to the interests of (i) the Obligors or the Lenders any term or condition of (A) the Shared Services Agreement, the Tax Receivable Agreement or any documentation governing Junior Debt or (B) the Lenders any term or condition of any Charter Document of Holdings, the Borrower or any Subsidiary that is a Guarantor (it being understood and agreed that, in the case of each of clauses (A) and (B), any amendment, modification or change to any such documentation that has the effect of (x) increasing the amount, rate or frequency of any payment, reimbursement, repurchase, dividend or distribution payable thereunder, (y) changing any right of redemption, retirement or put option set forth therein or (z) changing the terms of Section 4.6(b)(ii)(B) or (C) of the Holdings LLC Agreement (including, for the avoidance of doubt, in the case of each of clauses (x), (y) and (z), any Distribution resulting therefrom), shall, in each case, be deemed to be materially adverse to the interests of the Lenders); provided that, in the case of any Charter Document of Holdings (other than with respect to clause (z) above), such amendment, modification or change shall be permitted to the extent that Holdings and its Restricted Subsidiaries shall not be required to take any action, or otherwise be required to make any payment, reimbursement, repurchase, dividend or distribution or exercise any redemption, retirement or put option, based on such amendment, modification or change that would not be prohibited under this Agreement (including, for the avoidance of doubt, any amendment to the Charter Document for Holdings contemplated by the IPO Transactions) (notwithstanding any other provisions set forth herein, it being understood and agreed that any amendments, modifications, restatements or supplements to the Holdings LLC Agreement occurring after the date hereof in accordance with the provisions set forth in the definition of Holdings LLC Agreement set forth herein shall not be prohibited by this Agreement).

  • Certificate of Amendment A successor Owner Trustee appointed under this Agreement will promptly file a certificate of amendment to the Certificate of Trust with the Secretary of State of the State of Delaware identifying the name and principal place of business of the successor Owner Trustee in the State of Delaware. The successor Owner Trustee will promptly deliver a file-stamped copy of the certificate of amendment to the Administrator.

  • Effect of Designation (i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing. (ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).

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