Authorization; Filing of Restated Articles of Incorporation Sample Clauses

Authorization; Filing of Restated Articles of Incorporation. The ----------------------------------------------------------- Company has authorized the issuance and sale pursuant to the terms and conditions hereof of up to 250,000 shares of its Series D Preferred Stock, having the rights, preferences, privileges and restrictions as set forth in the Amended and Restated Articles of Incorporation of the Company (the "Articles") a copy of which is attached hereto as Exhibit A, including, without limitation, an --------- adjustment of the conversion ratio upon the closing of an initial public offering pursuant to Article III Section 4(e)(3) thereof.
Sample 1Sample 2
AutoNDA by SimpleDocs
Authorization; Filing of Restated Articles of Incorporation. The ---------------------------------------------------------------- Company has authorized the issuance and sale pursuant to the terms and conditions hereof of up to 2,857,142 shares of its Series E Preferred Stock (the "Preferred Shares"), having the rights, restrictions, privileges and preferences as set forth in the form of the Third Amended and Restated Articles of incorporation of the Company (the "Restated Articles") attached hereto as Exhibit A. The Company shall adopt and file the Restated Articles the Secretary --------- of State of California on or before the First Closing Date (as defined below).
Sample 1
Authorization; Filing of Restated Articles of Incorporation. On ----------------------------------------------------------- or prior to the Closing (as defined below), the Company shall have authorized the issuance and sale at the Closing (as defined below) pursuant to the terms and conditions hereof of up to 5,319,149 shares of its Series A Preferred Stock (the "Preferred Shares"), having the rights, restrictions, privileges and preferences as set forth in the form of the Amended and Restated Certificate of Incorporation of the Company (the "Restated Certificate") attached hereto as Exhibit A. The Company shall adopt and file the Restated Certificate with the --------- Secretary of State of Connecticut on or before the Closing.
Sample 1
Authorization; Filing of Restated Articles of Incorporation. The ----------------------------------------------------------- Company has authorized the issuance and sale pursuant to the terms and conditions hereof of up to 407,135 shares of its Series E Preferred Stock and 1,276,288 shares of its Series F Preferred Stock (the "Preferred Shares"), having the rights, restrictions, privileges and preferences as set forth in the currently effective Third Amended and Restated Articles of Incorporation of the Company and in the form of the Fourth Amended and Restated Articles of Incorporation of the Company (the "Restated Articles") attached hereto as Exhibit A. The Company shall adopt and submit for filing the Restated Articles --------- with the Secretary of State of California on or before the First Closing Date (as defined below).
Sample 1
Authorization; Filing of Restated Articles of Incorporation. On or prior to the Closing (as defined below), the Company shall have authorized the issuance and sale at the Closing (as defined below) pursuant to the terms and conditions hereof of up to 2,316,289 shares of its Series A Preferred Stock (the "Preferred Shares"), having the rights, restrictions, privileges and preferences as set forth in the form of the Amended and Restated Articles of Incorporation of the Company (the "Restated Articles") attached hereto as Exhibit A. The Company shall adopt and file the Restated Articles with the Secretary of State of California on or before the Closing.
Sample 1

Related to Authorization; Filing of Restated Articles of Incorporation

  • Articles of Incorporation; Bylaws (a) At the Effective Time, the Articles of Incorporation of Company, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation of the Surviving Corporation. (b) The Bylaws of Company, as in effect immediately prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

  • Certificate of Incorporation, Bylaws, and Minute Books The copies of the Articles of Incorporation and of the Bylaws of ATDH which have been delivered to Global are true, correct and complete copies thereof. The minute book of ATDH, which has been made available for inspection, contains accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the Shareholder of ATDH since the date of incorporation and accurately reflects all transactions referred to in such minutes and consents in lieu of meetings.

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation. (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

  • Articles of Incorporation; By-laws At the Effective Time, the Articles of Incorporation, as amended, of the Acquiror (the "Acquiror Articles") and the By-Laws, as amended, of the Acquiror ("Acquiror By-Laws"), as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation and the By-Laws of the Surviving Corporation.

  • Articles of Incorporation The articles of incorporation of the Company in effect at the Effective Time shall be the articles of incorporation of the Surviving Corporation until amended in accordance with applicable law.

  • Certificate of Incorporation; By-laws (a) At the Effective Time the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-laws.

  • Certificate of Incorporation The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law.

  • Articles of Incorporation and By-Laws The complete and correct copies of the Company’s Articles and By-Laws, as amended or restated to date which have been filed with the Securities and Exchange Commission are a complete and correct copy of such document as in effect on the date hereof and as of the Closing Date.

  • The Certificate of Incorporation of the --------- Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least seventy-five percent of the outstanding shares of Series A Junior Participating Preferred Stock, voting together as a single class.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!