Charter and By-law Amendments. Prior to the Closing, WPL shall cause its Articles of Incorporation and By-laws to be amended as contemplated in Section 8.19 of the WPL Disclosure Schedule.
Charter and By-law Amendments. The certificate or articles of incorporation and by-laws of Genco shall not authorize any class of stock other than the Genco Common Stock, or provide for a board of directors divided into classes or contain any provisions requiring a higher vote of the Genco Common Stock on any matter than is required by applicable law or any provisions which would impose restrictions or have any other effects set forth in Section 5.3 of the Master Separation Agreement with respect to Resources as a stockholder of Genco or a Person who may become a stockholder of Genco. Prior to the Option Closing Date or, if the Option is not exercised, the Option Expiration Date, Genco shall not amend its certificate or articles of incorporation or bylaws or adopt any shareholder rights plan, except for (a) amendments to conform to requirements of any national securities exchange or transactions reporting system on which the Genco Common Stock is listed or quoted or (b) amendments which (i) are not adverse to Regco in any material respect, (ii) would not result in disparate treatment of Resources as a stockholder or as a Person who may become a stockholder following exercise of the Option and (iii) would not have any of the other effects set forth in Section 5.3 of the Master Separation Agreement.
Charter and By-law Amendments. Except as otherwise specified in this Agreement, without the consent of the Majority Holders, the Charter and By-laws of each of the Company and its Subsidiaries shall not be amended or modified, whether by merger, dissolution or otherwise, if such amendment or modification has, or would, directly or indirectly, adversely affect the rights of holders of the Series A Preferred Stock or the rights or remedies of such holder hereunder or under any of the Related Agreements.
Charter and By-law Amendments. Except as otherwise specified in this Agreement, without the consent of the Majority Holders, the Charter and By-laws of each of the Company and its Subsidiaries shall not be amended or modified, whether by merger, dissolution or otherwise, if such amendment or modification has, or would, directly or indirectly, adversely affect the rights of holders of the Series A-1 Preferred Stock or the rights or remedies of such holders hereunder or under any of the Related Agreements.
Charter and By-law Amendments. At or prior to the Closing, 2d covenants that it will amend its Certificate of Incorporation or its By-laws, as applicable, in order to provide Seller the rights set forth on SCHEDULE 4.11 attached hereto. In the event of any repeal of the provisions set forth in SCHEDULE 4.11, 2d hereby agrees to continue to provide to Seller the rights set forth in SCHEDULE 4.11, which are hereby incorporated by reference, until the Disposition Date.
Charter and By-law Amendments. Prior to ----------------------------- the Closing, WPS shall cause its By-laws to be amended as contemplated in Section 7.12.
Charter and By-law Amendments. Except as otherwise specified in this Agreement (including with respect to the future series of Series F Preferred Stock pursuant to the NuVox, Inc. 2001 Stock Incentive Plan), without the consent of the Majority Holders, the Charter and by-laws of each of the Company and its Subsidiaries (as the same exist on the date hereof) shall not be amended or modified, whether by merger, dissolution or otherwise, if such amendment or modification has, or would, directly or indirectly, adversely affect the rights of holders of the Series D Preferred Stock, the Series D Warrants, the Series E Warrants or the Series E Preferred Stock or the rights or remedies of such holders thereunder or under any of the Related Agreements. The Company and the Purchasers hereby agree and acknowledge that the last sentence of Article Fourth, Section C.1(iv)(a), may have to be amended after the Closing Date in order to adjust the conversion prices appearing therein in the event that any of the Purchasers fail to purchase the Units that such Purchasers have agreed to purchase hereunder as indicated on Exhibit A. Accordingly, to the extent such adjustments are necessary, the Company hereby agrees to prepare and seek approval of an amendment to the Charter to reflect such adjusted conversion prices after the Closing, and the Purchasers agree to vote, or cause to be voted, all shares of Common Stock and Preferred Stock owned by any such Purchaser (or its Affiliated Investor) in favor of any such amendment.
Charter and By-law Amendments. The Company and each of the Founders covenants and agrees that, for so long as TIG is entitled to designate a member of the Board of Directors pursuant to SECTION 4.03, the Company shall not amend its Articles of Incorporation or By-Laws without the prior written consent of TIG.
