CHARTER/BYLAW AMENDMENTS Sample Clauses

CHARTER/BYLAW AMENDMENTS. So long as Transocean owns shares representing at least 15% of the voting power of all of the outstanding shares of TODCO Voting Stock, TODCO will not, without the prior consent of Transocean, adopt any amendments to its Amended and Restated Certificate of Incorporation or Bylaws or take or recommend to its stockholders any action during the term of this Agreement which would (i) impose limitations on the legal rights of Transocean or any other member of the Transocean Group or any transferee of any securities of TODCO from Transocean or a member of the Transocean Group (a "Transocean Transferee") as a stockholder of TODCO other than those imposed pursuant to the express terms of this Agreement or the forms of TODCO's Amended and Restated Certificate of Incorporation and Bylaws attached hereto as Schedules 5.1(a) and 5.1(b), respectively, including, without limitation, any action which would impose restrictions (A) based upon the size of security holding, the business in which a security holder is engaged or other considerations applicable to Transocean or any other member of the Transocean Group or a Transocean Transferee and not to security holders generally, (B) by means of the issuance of or proposal to issue any class of securities having voting power disproportionately greater than the equity investment in TODCO represented by such securities or (C) involving impairment of rights granted to any member of the Transocean Group, (ii) involve the issuance or corporate action providing for the issuance of any warrant, right, capital stock or other security (A) which is, or under specified circumstances will become, convertible into or represent the right to acquire any securities of Transocean or any other member of the Transocean Group or a Transocean Transferee or (B) which is dependent upon the amount of voting securities owned by Transocean or any other member of the Transocean Group or a Transocean Transferee, (iii) deny any benefit to Transocean or any other member of the Transocean Group or a Transocean Transferee proportionately as holders of any class of voting securities generally, or (iv) alter voting or other rights of the holders of any class of voting securities so that any such rights (or the vote required with respect to any matter) are determined with reference to the amount of voting securities held by Transocean or any other member of the Transocean Group or a Transocean Transferee; provided, that this Section 5.3 shall not prohibit TOD...
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CHARTER/BYLAW AMENDMENTS. 32 5.4 TODCO Board Representation...................................................................33 5.5 Committees...................................................................................35 5.6
Sample 1

Related to CHARTER/BYLAW AMENDMENTS

  • Amendment of Bylaws These bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors, but the stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise.

  • Charter Amendments Amend, or permit any of its Subsidiaries to amend, its certificate of incorporation or bylaws in any material respect.

  • Governing Law; Amendments This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. This letter agreement may not be amended or modified other than by a written agreement executed by you and an authorized employee of Xxxxx & XxXxxxxx Companies.

  • Amendments to Charter Documents The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify its Charter Documents, except as set forth therein. The Company acknowledges that the purchasers of the Public Securities in the Offering shall be deemed to be third party beneficiaries of this Agreement and specifically this Section 3.22.

  • 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.

  • Charter Amendment The Company shall have filed the Charter Amendment with the Secretary of State of the State of Delaware, and such Charter Amendment shall be effective.

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation. (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

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

  • Amendment to Certificate of Incorporation The Depositor will not amend its Certificate of Incorporation or state of incorporation without prior notice to the Rating Agencies, the Indenture Trustee, and the Credit Enhancer.

  • Memorandum and Articles of Association The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Memorandum and Articles of Association.

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