Certificate of Incorporation Amendments. (a) Effective as of the Closing, the Board (i) shall have adopted and declared advisable, and unanimously approved and recommended to the Company’s stockholders each of the amendments to the Certificate of Incorporation set forth on Exhibit A hereto (each a “Certificate of Incorporation Amendment” and, collectively, the “Certificate of Incorporation Amendments”) (such approval and recommendation, the “Amendment Recommendation”) and (ii) shall have authorized the Company to take all actions permitted by Law and, if consent from the Investor is required, consented to by the Investor, to increase the number of authorized but unissued shares of Common Stock if at any time there shall be insufficient authorized but unissued shares of Common Stock to permit such reservation or to permit the conversion of all outstanding shares of Series B Preferred Stock and shall have adopted and declared advisable, and unanimously approved and resolved to recommend to the stockholders of the Company entitled to vote thereon, following the receipt of the prior written approval of the Investor in accordance with Section 6.2(c), the actions requiring the affirmative vote or consent of the stockholders of the Company set forth on Schedule 6.2(c) hereto.
(b) From and after the Closing, subject to the third sentence of this Section 6.2(b), the Company shall use its best efforts and take all corporate actions necessary to obtain stockholder approval, as required by Delaware law, of each Certificate of Incorporation Amendment promptly following the Closing. Without limiting the foregoing, (i) the Company shall (x) submit each Certificate of Incorporation Amendment for the approval of the stockholders of the Company, as required by Delaware law, at the next meeting of stockholders subsequent to the Closing, which shall be no later than the next annual meeting of the stockholders subsequent to the Closing (the “Stockholders Meeting”), (y) file with the Commission a proxy statement related to the Stockholders Meeting and use its best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to the Stockholders Meeting, which shall include the Amendment Recommendation, to be mailed to the Company’s stockholders and (z) use its best efforts to solicit proxies in favor of the adoption of the Certificate of Incorporation Amendments and to otherwise cause the stockholders of the Company at the Stockholders Meeting to approve each Certificate ...
Certificate of Incorporation Amendments. The first paragraph of Article FOURTH, Section 1 of the Certificate of Incorporation as of the date of this Agreement shall be amended to read in its entirety as set forth below:
Certificate of Incorporation Amendments. Each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Requisite Principal Investors may instruct by written notice to approve any amendment to the certificate of incorporation of the Company that is approved by the Requisite Principal Investors and (a) if applicable, by a Majority in Interest of the holders of any class of shares to the extent such amendment, by its terms, materially and adversely discriminates against such class of shares and (b) if applicable, by a Majority in Interest of the Other Investor Shares to the extent such amendment, by its terms, materially and adversely discriminates against the rights of the holders of Other Investor Shares.
Certificate of Incorporation Amendments. Each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special Meeting, by written consent or otherwise, in such manner as the Majority Principal Investors may instruct by written notice to approve any amendment to the certificate of incorporation of the Company that is approved by the Majority Principal Investors and if applicable, by a Majority in Interest of the holders of any class of Shares to the extent such amendment, by its terms, Discriminates against such class of Shares.
Certificate of Incorporation Amendments. Any amendments or modifications to the Certificate of Incorporation before the Trigger Event (as defined in the Certificate of Incorporation) shall require the consent of the Major Sponsors. Each Other Stockholder agrees to cast all votes (if any) to which such Other Stockholder is entitled in respect of its Stockholder Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Board or the Major Sponsors may instruct by written notice to approve any amendment to the Certificate of Incorporation that is approved by the Board and the Major Sponsors in accordance with (and subject to the terms and conditions of) this Agreement, the Certificate of Incorporation and Delaware law.
Certificate of Incorporation Amendments. Each Other Stockholder agrees to cast all votes (if any) to which such Other Stockholder is entitled in respect of its Stockholder Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Board or the Major Sponsors may instruct by written notice to approve any amendment to the Certificate of Incorporation that is approved by the Board and the Major Sponsors in accordance with (and subject to the terms and conditions of) this Agreement, the Certificate of Incorporation and Delaware law.
Certificate of Incorporation Amendments. The Restated Certificate of Incorporation of the Company will be amended, as and if necessary or appropriate, to provide for the restrictions described above. The Restated Certificate of Incorporation will be further amended to require an affirmative vote of (i) 3/4 of the outstanding voting stock to amend the bylaws of the Company by shareholder action and (ii) 2/3 of the stock entitled to vote to approve actions described in Section to C.2.b, c, d, f unless approved by 80% of the board of directors. These restrictions will terminate on September 1, 2000. 208 LETTER XIV REGIONAL PILOT BASE AGREEMENT July 7, 1993 Xx. Xxxxx X. Bounds, Chairman TWA MEC Negotiating Committee Air Line Pilots Association 1801 Park 000 Xxxxx Xxxxx 000, Xxxxxxxx XX Xx. Xxxxx, Xxxxxxxx 00000-0000 Dear Xx. Xxxxxx: This is to confirm that Trans World Airlines, Inc. (the "Company") and the Air Line Pilots Association (the "Association") have agreed as indicated hereinafter, and on a test basis, to procedures governing the establishment and operation of a Regional Pilot Base ("Base").
Certificate of Incorporation Amendments. The Company shall not make any change in its capital structure (including, without limitation, in the terms of its outstanding capital stock) or amend its certificate of incorporation by-laws other than (i) the IPO, or (ii) for changes or amendments which in the aggregate have no Material Adverse Effect.
