Certain Corporate Actions. All necessary director and shareholder resolutions, waivers and consents required to consummate the transactions contemplated hereunder shall have been executed and delivered.
Certain Corporate Actions. The Warrant Agreement is hereby ------------------------- amended by deleting subsection 10(f) in its entirety and substituting therefor a new subsection 10(f) to read as follows:
Certain Corporate Actions. Except as expressly permitted by this Agreement, the Borrower will not, nor will the Borrower permit any of its Subsidiaries to, enter into any transaction (other than the Borrower's initial public offering, the merger of Journal Register LLC with and into the Borrower, the Management Bonus Plan or the Stock Incentive Plan) or take any action that would result in an "ownership change" of the Borrower or any Subsidiary as described in Section 382 of the Code.
Certain Corporate Actions. 11 Section 5. Miscellaneous................................................12
Certain Corporate Actions. If the Stockholders of more than 66 2/3% of the Company's equity securities, including the Series A Preferred Stock and Series B Preferred Stock as if converted, but not including outstanding options and warrants desire to sell all of their shares to a purchaser who wishes to purchase all of the Company's outstanding shares at a price in excess of $3.00 per share, subject to adjustment for stock dividends, stock splits, or similar events, then such Stockholders shall have the right, upon twenty (20) days prior written notice, to require the other Stockholders of the Company to sell, and the purchaser shall purchase, all of their shares on the same terms and conditions.
Certain Corporate Actions. 16 5.2.8 Prospectus................................................. 16 5.3 Deliveries by the Shareholders at the Closing...................... 16 5.3.1 Closing Certificates....................................... 16 5.3.2
Certain Corporate Actions. Each Shareholder agrees to take all actions necessary to effect the transactions set forth in, or contemplated by, the Principal Agreements, including, but not limited to, voting (or causing to be voted) all of such Shareholder's respective Voting Securities at any meeting of shareholders (in person or by ballot) in favor of any action to effect the foregoing, and each Shareholder further agrees to waive any rights under Articles 30 and 75 of the Federal Law "On Joint Stock Companies" dated December 26, 1996, as amended, or similar rights under Russian Laws.
Certain Corporate Actions. Concurrently with the Effective Time, the Company shall cause all directors and officers of the Company and its subsidiaries, except for those directors and officers as advised by Newco to the Company by prior written notice, to resign their positions as directors or officers of the Company or any of its subsidiaries.
Certain Corporate Actions. 19 4.4 Termination of Agreements with The CKG Xxxxx.xxx, Inc. Stock Trust...... 19 ARTICLE V......................................................................... 19
Certain Corporate Actions. The Company shall use its best ------------------------- efforts to take any and all actions, in a manner reasonably satisfactory to the Investors, to meet each condition to closing set forth in Article VI hereunder, to keep all its representations and warranties hereunder true, complete and correct and to effect the amendment to and restatement of the Company's Certificate of Incorporation, approval of the revised By-Laws of the Company, and all other actions contemplated by this Agreement required to be effected on or prior to the Closing Date. The Company shall timely provide to the Investors drafts of all contracts, agreements, and written understandings with respect to the foregoing actions for review and comments by the Investors and their counsel and such contracts, agreements and written understandings shall be in form and substance reasonably satisfactory to the Investors and their counsel.
