Articles Amendment. Upon the terms and subject to the conditions set forth herein (including, without limitation, Section 6.11), prior to the Closing Date, and prior to the other Transactions contemplated by Section 2.3, Emergent shall file the Articles Amendment with the Secretary of State of the State of Florida.
Articles Amendment. At the Effective Time, Article VI of the United Restated Articles of Incorporation shall be amended to read as follows (the "Articles Amendment"):
Articles Amendment. The Target Resolutions shall include a resolution proposing an amendment to the Target articles of association by the adoption and inclusion of a new article under which any Target Shares issued after the General Meeting shall either be subject to the Scheme or (after the Effective Date) shall be immediately transferred to Viavi (or as it may direct) in exchange for the same consideration to be paid by Viavi as is due under the Scheme (or such other consideration as may be agreed between Viavi and the Target and disclosed in the Scheme Document).
Articles Amendment. The Articles Amendment shall have been filed and effective under the WVCA.
Articles Amendment. If the Acquisition is implemented by way of a Scheme, Recipharm AB and Recipharm acknowledge that Consort intends to propose an amendment to the Consort articles of association by the adoption and inclusion of a new article (to be set out in the notice of the Consort General Meeting) under which Consort Shares which are issued after the record date in respect of the Scheme as a result of the vesting of awards or the exercise of options under the Consort Share Plans will, to the extent not otherwise acquired under the Scheme, be transferred to Recipharm for the same consideration as is payable to Consort Shareholders under the Scheme.
Articles Amendment. The Articles Amendment shall have become effective in accordance with Section 6.17.
Articles Amendment. (a) As soon as practicable following the Closing Date, Issuer shall call its annual meeting of the Company’s stockholders to obtain the requisite stockholder approval to effect the Articles Amendment in the form attached hereto as Exhibit D (which form shall not be amended or otherwise modified without prior written consent of Purchaser and 70% of the Board). Purchaser hereby agrees to vote in favor of the Articles Amendment at any applicable meeting of Issuer’s stockholders in which the Articles Amendment is presented for stockholder approval.
(b) At the time the proxy statement to be filed with the SEC in connection with the Company’s annual meeting and the Articles Amendment (the “Second Proxy Statement”) or any amendment or supplement thereto is first mailed to stockholders of Issuer, at the time such stockholders vote on approval of the Articles Amendment, the Second Proxy Statement, as supplemented or amended, if applicable, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(c) As soon as practicable following the Closing Date (and in any event within 15 Business Days after the date thereof), Issuer shall prepare (and shall give Purchaser a reasonable opportunity to review and comment on) and file the Second Proxy Statement with the SEC. Issuer shall use its reasonable best efforts to cause the Second Proxy Statement to be cleared by the SEC as soon as practicable after the date thereof and to be mailed to its stockholders as promptly as practicable thereafter. Issuer shall use its reasonable best efforts to ensure that the Second Proxy Statement, and any amendments or supplements thereto, comply in all material respects with the rules and regulations promulgated by the SEC under the 1934 Act and comply in all respects with all applicable requirements under the NRS (including NRS 92A.300 through 92A.500, inclusive) and the Charter Documents. Issuer and Purchaser shall cooperate with one another in connection with the preparation of the Second Proxy Statement.
(d) Issuer shall cause its annual meeting of its stockholders (the “Second Stockholder Meeting”) to be duly called and held as promptly as reasonably practicable after the SEC or its staff advises that it has no further comments on the Second Proxy Statement or that Issuer may commence mailing the S...
Articles Amendment. Subject to the receipt of the Articles Amendment Required Vote, the articles of incorporation of Purchaser, as in effect immediately prior to the Effective Time, shall be amended as of the Effective Time in substantially the form set forth in Exhibit A hereto (the “Articles Amendment”) changing the name of Purchaser as of the Effective Time to “WellPoint, Inc.” and increasing the maximum size of the Board of Directors to 20 directors and, as so amended, shall be the articles of incorporation of Purchaser until thereafter amended in accordance with the terms thereof and the IBCL.
Articles Amendment. Biffa and Offeror agree that the Biffa Resolutions shall include a resolution proposing an amendment to the Biffa articles of association by the adoption and inclusion of a new article under which any Biffa Shares issued after the Scheme Record Time as a result of vesting and/or exercise of Awards under the Biffa Share Plans will be transferred to Offeror (or as it may direct) for the same consideration as is payable to Biffa Shareholders under the Scheme.
Articles Amendment. The Articles Amendment shall have been approved by the Company’s shareholders.
