CHARTER DOCUMENTS AND CAPITAL CHANGES. Except as expressly authorized by this Agreement or required by Section 1.2, neither the Corporation nor any of its Subsidiaries will (a) change or amend its Certificate of Incorporation, By-Laws or the Certificate of Incorporation or By-Laws of any of its Subsidiaries, (b) issue or sell any shares of its capital stock (other than shares issuable upon exercise of currently outstanding options), nor issue options (other than automatic issuances pursuant to the terms of a plan in effect on the date hereof or pursuant to the terms of any existing employment agreement), warrants to purchase, or rights to subscribe to, any shares of its capital stock, or enter into any arrangement or contract with respect thereto, or (c) make any other material changes in its capital structure, other than dividends and other intercompany transfers, allocations and transactions in the ordinary course of business between any wholly-owned Subsidiary and the Corporation or any other wholly-owned Subsidiary.
Appears in 4 contracts
Samples: Share Purchase Agreement (Union Corp), Share Purchase Agreement (Sherman Acquisition Corp), Share Purchase Agreement (Outsourcing Solutions Inc)
