Bylaws Amendments. On or before the Closing date, effective upon the consummation of the transaction contemplated hereunder, the Company shall have adopted an amendment to its Bylaws providing that a two-thirds super majority vote of directors be required to approve any of the following actions:
(i) consolidation or merger of the Company with or into any other corporation in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction (other than a consolidation or merger in which the surviving entity is the Company or one of its wholly-owned subsidiaries) or transfer or sale of all or substantially all of the assets of the Company; or
(ii) an increase in the Company's secured indebtedness to an aggregate amount in excess of $15 million. The Company agrees that it will not amend the foregoing super majority bylaws amendment without obtaining the prior written consent of the Purchaser (or the holders of a majority of the Conversion Stock if the Purchaser has been dissolved) so long as the Purchaser and/or one or more of the persons listed on EXHIBIT F continues to hold at least 7.5% of the issued and outstanding capital stock of the Company.
Bylaws Amendments. The Board of Directors shall have power to make, alter, amend and repeal the Bylaws of the Corporation (except so far as the Bylaws of the Corporation adopted by the stockholders shall otherwise provide). Any Bylaws made by the Board of Directors under the powers conferred hereby may be altered, amended or repealed by the Board of Directors or by the stockholders.
Bylaws Amendments vote “against” a candidate. The Ventas Bylaws may be amended (i) by the The New Senior Bylaws may be amended (i) by the affirmative vote of the holders of at least two-thirds of the voting power of all shares entitled to vote in the election of directors or (ii) by action of the Ventas Board at a regular or special meeting thereof. Any bylaws made by the Ventas Board may be amended or repealed by action of the stockholders at any annual or special meeting of stockholders. affirmative vote of at least two-thirds of the voting power of the then issued and outstanding shares of capital stock of New Senior entitled to vote thereon or (ii) by the affirmative vote of a majority of the entire New Senior Board. Notwithstanding the foregoing, any amendment of Section 2.3 (Special Meetings), Section 2.11 (Consent of Stockholders in Lieu of Meeting), Section 3.1 (Duties and Powers), The Ventas Bylaws provide that any director or the entire Ventas Board may be removed with or without cause, at any time, by the affirmative vote of the holders of record of a majority of the outstanding shares of stock entitled to vote in the election of directors, at a special meeting of the stockholders called for that purpose. The New Senior Charter and New Senior Bylaws provide that any director may be removed only for cause and only by the affirmative vote of the holders of at least 80% of the voting power of the then issued and outstanding shares of capital stock entitled to vote in an election of directors.
Bylaws Amendments. The Beneficiary pledges to communicate the amendments to its Certificate of Incorporation and/or Bylaws to the Lending Party. The Beneficiary shall prevent the modification of the Certificates of Incorporation and/or Bylaws of Arcotronics Industries, Arcotronics Italian and Kemet Electronics and of the companies issuing the Guarantees, that is, those whose equity interests are guarantees pursuant to the Financial Documents, without the prior written consent of the Agent Bank, which will not be unreasonably denied.
Bylaws Amendments. These Second Amended and Restated Bylaws may be amended by the affirmative vote of at least a majority of members of the Board of Directors. Any amendment to these Second Amended and Restated Bylaws must be made at a regular meeting of the Board of Directors, preceded by at least two (2) weeks’ notice mailed or emailed to every member of the Board of Directors, and to every Advisory member, and is subject to approval by the BoCC. An amendment will be submitted for approval to the BoCC within one month of its adoption by the Board of Directors. For an amendment to become effective, it must be approved, in writing, by the BoCC.
Bylaws Amendments. 12 5.3 Amendment to Preferred Shares Rights Agreement.......................12 5.4 Form D and Blue Sky..................................................12 5.5
Bylaws Amendments. At or prior to the Closing, the Company shall amend and restate its bylaws so that they are in form and substance typical for a REIT of this type and mutually agreed to by the Company and the Xxxxxxx Group.
Bylaws Amendments. Any bylaws amendment relating to the inspection of books and records by stockholders of the Company;
Bylaws Amendments. 12 5.3 Amendment to Preferred Shares Rights Agreement. . . . . . . . . . . .12 5.4 Form D and Blue Sky . . . . . . . . . . . . . . . . . . . . . . . . .12 5.5
Bylaws Amendments. Article Six, Section 8: Committees
