Amendments to Charter. The Company will not, nor will it permit any Subsidiary to, (a) make any amendment or modification to any terms or provisions of its Certificate or Articles of Incorporation or bylaws which is materially adverse to the Agent or the Lenders without the prior written consent of the Required Lenders or (b) issue any preferred stock.
Amendments to Charter. The Company shall not amend its certificate of incorporation without the approval by the holders of at least a majority of the then outstanding shares of Series A Preferred Stock if such amendment would:
(i) change the relative seniority rights of the holders of Series A Preferred Stock as to the payment of dividends in relation to the holders of any other capital stock of the Company, or create any other class or series of capital stock entitled to seniority as to the payment of dividends in relation to the holders of Series A Preferred Stock;
(ii) reduce the amount payable to the holders of Series A Preferred Stock upon the voluntary or involuntary liquidation, dissolution or winding up of the Company, or change the relative seniority of the liquidation preferences of the holders of Series A Preferred Stock to the rights upon liquidation of the holders of other capital stock of the Company, or change the dividend rights of the holders of Series A Preferred Stock;
(iii) cancel or modify the conversion rights of the holders of Series A Preferred Stock provided for in Section 5 herein; or
(iv) cancel or modify the rights of the holders of the Series A Preferred Stock provided for in this Section 8.
Amendments to Charter. The Company shall not amend its Articles of Incorporation without the approval, by vote or written consent, by the holders of at least a majority of the then outstanding shares of Preferred Stock, if such amendment would amend any of the rights, preferences, privileges of or limitations provided for herein for the benefit of any shares of Preferred Stock. Without limiting the generality of the preceding sentence, the Company shall not amend its Articles of Incorporation without the approval by the holders of at least a majority of the then outstanding shares of Preferred Stock if such amendment would:
(i) change the relative seniority rights of the holders of Preferred Stock as to the payment of dividends in relation to the holders of any other capital stock of the Company, or create any other class or series of capital stock entitled to seniority as to the payment of dividends in relation to the holders of Preferred Stock;
(ii) reduce the amount payable to the holders of Preferred Stock upon the voluntary or involuntary liquidation, dissolution or winding up of the Company, or change the relative seniority of the liquidation preferences of the holders of Preferred Stock to the rights upon liquidation of the holders of other capital stock of the Company, or change the dividend rights of the holders of Preferred Stock;
(iii) cancel or modify the conversion rights of the holders of Preferred Stock provided for in Section 5 herein;
(iv) cancel or modify the redemption rights of the holders of the Preferred Stock provided for in Section 7 herein; or
(v) cancel or modify the rights of the holders of the Preferred Stock provided for in this Section 8.
Amendments to Charter. Changes to the Charter deemed to be material amendments may not be made without District consideration and approval. Amendments to the Charter considered to be material changes include, but are not limited to, the following:
(a) Substantial changes to the educational program (including the addition or deletion of an educational program), mission, or vision;
(b) Changing to (or adding) a non-classroom-based program, if originally approved as a classroom-based program;
(c) Changes in enrollment that differ by more than 10 percent +/- of the enrollment originally projected in the charter petition for years one through four and 16 percent +/- for only year five specifically for the purposes of acquiring funds for the Proposition 51 Facilities Grant;
(d) Addition or deletion of grades or grade levels to be served;
(e) The addition of facilities and/or new sites not previously approved by the District
(f) Admission preferences;
(g) Changes to the governance structure, including but not limited to amendments to: • The Non-Profit’s articles of incorporation • The Non-Profit’s corporate bylaws; • The Non-Profit’s conflict of interest policy (and the Charter School Board’s conflict of interest policy, if different); and
(h) Name changes of the Charter School.
Amendments to Charter. The Company will not amend or modify its charter without the prior written consent of Holder.
Amendments to Charter. All amendments to the Charter School charter shall require approval by the majority of both the Board of Juvenile Affairs (XXX) and approval of the Sponsor. The amendment shall be documented in writing and include minutes of the board meeting in which the amendment was approved.
Amendments to Charter. 31 4.10 Interim Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 4.11 Full Access and Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 4.12 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Amendments to Charter. Changes to the Charter deemed to be material amendments may not be made without District consideration and approval. Amendments to the Charter considered to be material revisions include, but are not limited to, the following:
(a) Substantial changes to the educational program (including the addition or deletion of an educational program), mission, or vision;
(b) Changing to (or adding) a non-classroom-based program, if originally approved as a classroom-based program;
(c) Proposed changes in enrollment that differ by more than 10 percent +/- of the enrollment originally projected in the charter petition;
(d) Addition or deletion of grades or grade levels to be served;
(e) Location of facilities and/or new sites;
(f) Admission preferences; and
(g) Governance structure.
Amendments to Charter. The Company covenants and agrees that it will not seek to amend or modify articles [167] through [172] of its amended and restated Memorandum and Articles of Association without holding a general meeting at which a quorum of 50% or more of its Ordinary Shares are present in person or by proxy, and at least 66 2/3% of the Ordinary Shares present in person or by proxy at such meeting approve an amendment thereto.
Amendments to Charter. Prior to the Closing, the Class A Shareholders shall cause DAP's articles of incorporation to be amended, among other things, to (i) change the company's name (by dropping the "P.A." designation and adding "Inc."); (ii) provide that the company is subject to Section 607 of the Florida Statutes (the Florida Business Corporation Act), and not Section 621 of the Florida Statutes (the Professional Service Corporation Act), and delete any inconsistent references, and (iii) provide that the company may operate for any lawful purpose, and to allow Persons other than those licensed to practice pathology in the State of Florida to own shares of DAP's capital stock. All of such amendments (together, the "DAP Charter Amendments") shall be in form and substance satisfactory to AmeriPath.
