Bylaws and Certificate of Incorporation Sample Clauses

Bylaws and Certificate of Incorporation. The Issuer hereby covenants not to change, or agree to any change of, its Bylaws or Certificate of Incorporation without (i) notice to the Trustee, the Rating Agency and the Note Insurer, and (ii) the prior written consent of the Controlling Party.
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Bylaws and Certificate of Incorporation. The Company represents and warrants to the Knightspoint Entities that the Bylaws of the Company have not been amended or modified since June 6, 2005. True, accurate and complete copies of the Bylaws and the Certificate of Incorporation of the Company have been delivered or made available to the Knightspoint Entities.
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Bylaws and Certificate of Incorporation. 4.15.1. At or prior to Closing, the Bylaws shall be amended to provide that, absent approval by a vote of a majority of the Non-Affiliated Stock, any transaction between the Company or any of its subsidiaries on the one hand, and Buyer or any Buyer Affiliate on the other hand (a "Related Person Transaction"), shall require the approval of an independent committee of the Board, which committee shall not include any Company employee, or any member of the Board appointed, designated or nominated either by Buyer or by any Buyer Affiliate. The term "Non-Affiliated Stock" means the voting stock of the Company not held by Buyer or its affiliates, including investees in Buyer or any of their respective affiliates (collectively, "Buyer Affiliates"). On any stockholder vote to approve a Related Person Transaction, Company shares owned beneficially by Buyer or any Buyer Affiliates shall be deemed to have been voted "for", "against" or "abstain" in the same proportion as the vote on such matter cast by the Non-Affiliated Stock. Provided, that the term Related Person Transaction shall not include compensation and equity award of Company office holders by reason of service in such capacity as approved by the Board. This provision shall not be amended, modified or terminated without a stockholder vote of a majority of the voting shares not held by Buyer or Buyer Affiliates.
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Bylaws and Certificate of Incorporation. The Company represents and warrants to Xxxxxxx that the Bylaws of the Company have not been amended or modified since February 27, 2006. True, accurate and complete copies of the Bylaws and the Certificate of Incorporation of the Company have been delivered or made available to Xxxxxxx.
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Bylaws and Certificate of Incorporation. 4.16.1. Within ten (10) business days following execution hereof, the Company shall amend the Bylaws to reduce the required quorum for all stockholders meetings to one-third (1/3) of all the issued and outstanding shares of voting stock of the Company.
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Related to Bylaws and Certificate of Incorporation

  • 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.

  • 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, 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.

  • 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; 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 and 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 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.

  • Certificate of Incorporation and By-Laws The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation and By-Laws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary is in violation of any provision thereof.

  • Certificate of Incorporation and Bylaws The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBC.

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