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Certificate of Incorporation Supersedes Sample Clauses

Certificate of Incorporation SupersedesNothing in this Agreement is intended to conflict with any provision of the Certificate of Incorporation or Bylaws, each in effect on the date hereof and, in the event of any such conflict, the applicable provisions of the Certificate of Incorporation or Bylaws shall supersede the conflicting provision of this Agreement.
Certificate of Incorporation SupersedesNothing in this Agreement is intended to conflict with any provision of the Certificate of Incorporation and, in the event of any such conflict, the applicable provision of the Certificate of Incorporation shall supersede the conflicting provision of this Agreement. Nothing in this Agreement is intended to limit or restrict in any manner whatsoever, the rights or powers of the Company under the Certificate of Incorporation and the exercise of any such right or power by the Company shall not be, and shall not be construed to be, a breach or violation of, or a default under, this Agreement or any provision hereof. [Signature Pages Follow] Very truly yours, By: /s/ Xxxxxxxx Xxxxxxx III Name: Xxxxxxxx Xxxxxxx III Title: Executive Vice President and Chief Financial Officer By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Executive Director By: Xxxxxx, Xxxxxx & Co., L.P., as attorney-in-fact By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: Xxxxxx, Xxxxxx & Co., L.P., as attorney-in-fact By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: Xxxxxx, Xxxxxx & Co., L.P., its collateral manager By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: AG Capital Recovery IV LLC, its General Partner By: Xxxxxx, Xxxxxx & Co., L.P., its Manager By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Authorized Signature By: AG Capital Recovery VII LLC, its General Partner By: Xxxxxx, Xxxxxx & Co., L.P., its Manager By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Authorized Signature By: AG Capital Recovery V LLC, its General Partner By: Xxxxxx, Xxxxxx & Co., L.P., its Manager By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Authorized Signature By: AG Eleven LLC, its General Partner By: Xxxxxx, Xxxxxx & Co., L.P., its Manager By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Authorized Signature By: AG Super LLC, its General Partner By: Xxxxxx, Xxxxxx & Co., L.P., its Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory By: AG MM LLC, its General Partner By: Xxxxxx, Xxxxxx & Co., L.P., its Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory By: AG Super Fund International LLC, its General Partner By: Xxxxxx, Xxxxxx & Co., L.P., its Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Authorized Signatory By: Nutmeg Partners LLC, its General Partner By: Xxxxxx, Xxxxxx & Co., L.P., its Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X...
Certificate of Incorporation SupersedesNothing in this Agreement is intended to conflict with any provision of the Amended and Restated Certificate of Incorporation and Amended and Restated By-laws of the Company, each in effect on the date hereof (the “Constituent Documents”) and, in the event of any such conflict, the applicable provisions of the Constituent Documents shall supersede the conflicting provision of this Agreement; provided that the provisions of Article 3 shall control and be governing in the event of a conflict between such Article and the Constituent Documents. Except as provided in Article 3, nothing in this Agreement is intended to limit or restrict in any manner whatsoever, the rights or powers of the Company under the Constituent Documents and the exercise of any such right or power by the Company shall not be, and shall not be construed to be, a breach or violation of, or a default under, this Agreement or any provision hereof.
Certificate of Incorporation SupersedesNothing in this Agreement is intended to conflict with any provision of the Charter or By-laws, each in effect on the date hereof and, in the event of any such conflict, the applicable provisions of the Charter or By-laws shall supersede the conflicting provision of this Agreement. Except as provided in Article 3, nothing in this Agreement is intended to limit or restrict in any manner whatsoever, the rights or powers of the Company under the Charter or By-laws and the exercise of any such right or power by the Company shall not be, and shall not be construed to be, a breach or violation of, or a default under, this Agreement or any provision hereof.
Certificate of Incorporation Supersedes. 33 Exhibit A Joinder Agreement Schedule 1 JPMorgan Parties Schedule 2 Xxxxxx Xxxxxx Funds Schedule 3 Oaktree Funds REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT dated as of December 31, 2012 (this “Agreement”) among (i) Tribune Company, a Delaware corporation (the “Company”), (ii) the parties listed on Schedule 1, (iii) the parties listed on Schedule 2 and (iv) the parties listed on Schedule 3 and (v) other stockholders party hereto from time to time.

Related to Certificate of Incorporation Supersedes

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of the Company as the Surviving Corporation shall be amended and restated to read the same as the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, except that Article I of the amended and restated Certificate of Incorporation of Company, instead of reading the same as the Certificate of Incorporation of Merger Sub, shall read as follows: "The name of this corporation is Conductus, Inc." (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall, subject to SECTION 6.06(a) of this Agreement, be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation of the Surviving Corporation and such Bylaws.

  • 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.

  • 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 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 of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • 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, Bylaws, and Minute Books The copies of the Articles of Incorporation and of the Bylaws of GMEC which have been delivered to Concept X are true, correct and complete copies thereof. The minute book of GMEC, 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 GMEC since the date of incorporation and accurately reflects all transactions referred to in such minutes and consents in lieu of meetings.

  • Certificate of Incorporation; By-laws At the Effective Time, (a) the certificate of incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law, and (b) the by-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law.

  • Certificate of Incorporation and By-Laws (a) At the Effective Time, the certificate of incorporation of the Company shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (b) The by-laws of Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.