Charter and Bylaw Provisions. The Parties hereby agree to take any and all action necessary to cause their respective charters and bylaws to be amended appropriately to effect the provisions of this Agreement.
Charter and Bylaw Provisions. 15 ARTICLE VI -
Charter and Bylaw Provisions. 5.1(j) Closing......................................................................1.2
Charter and Bylaw Provisions. TARGET has taken all necessary corporate action so that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement do not and will not result in the grant of any rights to any Person under the Amended and Restated Certificate of Incorporation, as amended, or the Bylaws or restrict or impair the ability of PURCHASER to vote, or otherwise to exercise the rights of a stockholder with respect to, shares of TARGET that may be acquired or controlled by it.
Charter and Bylaw Provisions. The Company hereby advises Acquiror that the Issuer's Board of Directors has duly exempted Acquiror's or any subsequent transferees' or holders' acquisition, ownership, conversion and transfer of the Series A Preferred Stock or the Underlying Common Stock from the application of any and all provisions of the Charter and Bylaws which purport to restrict or limit acquisition, ownership or transfer of Issuer's securities. No provisions of the Charter or the Bylaws shall restrict, limit or in any way adversely affect Acquiror's or any subsequent transferees' or holders' ability to convert the Series A Preferred Stock into the Underlying Common Stock.
Charter and Bylaw Provisions. Each of our Charter and Bylaws include a number of other provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control or our management, including the following: