Charter; By-laws. Prior to the effectiveness of the IPO Registration Statement, Pfizer and the Company will each take all actions that may be required to provide for the adoption by the Company of the Amended and Restated Certificate of Incorporation of the Company substantially in the form attached as Exhibit A and the Amended and Restated By-laws of the Company substantially in the form attached as Exhibit B.
Charter; By-laws. The Company will take or cause to be taken all lawful action necessary to ensure at all times that the Company Charter, Company By-Laws and any other governance documents are not at any time inconsistent with the provisions of this Agreement. Without limiting the foregoing or any other provision of this Agreement, in no event will the Company amend Section 5.2, Section 5.3, Article 10, Article 11 or Article 14 of the Company Charter or, by action of the Board, amend or repeal Section 3.2, Section 3.3, Section 3.4(B), Section 4.2 or Article VII of the Company By-Laws without, in each case, Special Approval.
Charter; By-laws. Prior to the effectiveness of the IPO Registration Statement, BMS and MJN will each take all actions that may be required to provide for the adoption by MJN of the Amended and Restated Certificate of Incorporation of MJN substantially in the form attached as Exhibit A and the Amended and Restated By-laws of MJN substantially in the form attached as Exhibit B.
Charter; By-laws. At or prior to the Effective Time, all necessary action shall have been taken to provide for the adoption of the form of Amended and Restated Articles of Incorporation and By-laws of Primex substantially in the forms attached hereto as Exhibits B and C, respectively.
Charter; By-laws. LLC Agreement; Stockholders Agreement. Amend or waive any provision of the certificate of incorporation or by-laws or limited liability company agreement, as applicable, of the Company, Lowerco, Holdings, LLC or SDS that requires consent or approval of the Requisite Principal Investors, or amend or waive any provision of the Stockholders Agreement or the Participation, Registration Rights and Coordination Agreement that requires consent or approval of the Requisite Principal Investors.
Charter; By-laws. On or prior to the Distribution Date, all necessary actions shall have been taken to provide for the adoption of the form of Amended and Restated Certificate of Incorporation of Quantum (the "Quantum Amended and Restated Certificate"), including the filing thereof with the Secretary of State of Delaware, and the amended and restated By-laws of Quantum (the "Quantum By-laws"), in substantially the form filed by Quantum with the Commission as exhibits to the Form 10.
Charter; By-laws. Prior to the effectiveness of the IPO Registration Statement, Parent and the Company will each take all actions that may be required to provide for the adoption by the Company of an amended and restated certificate of incorporation of the Company, substantially in the form approved by Parent in its sole discretion and attached as an exhibit to the IPO Registration Statement (the “Charter”), and amended and restated by-laws of the Company, substantially in the form approved by Parent in its sole discretion and attached as an exhibit to the IPO Registration Statement (the “By-Laws”).
Charter; By-laws. (a) Subject to Section 5.03, ---------------- at the Effective Time the Charter of the Company, as in effect immediately prior to the Effective Time, shall be the Charter of the Surviving Corporation until thereafter amended as provided by law and such Charter.
(b) Subject to Section 5.03, at the Effective Time the By-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereafter amended as provided by law, the Charter of the Surviving Corporation and such By-laws.
Charter; By-laws. Prior to the effectiveness of the IPO Registration Statement, MMC and the Company will each take all actions that may be required to provide for the adoption by the Company of the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated By-laws of the Company, each substantially in the form filed as an exhibit to the IPO Registration Statement.
Charter; By-laws. The 2011 Amended and Restated Charter (“Charter”) of Protective Life and the 2011 Amended and Restated By-Laws (“By-Laws”) of Protective Life shall continue as the Charter and By-Laws of the Surviving Corporation.
