Company Bylaws. 1.4(a) Company Charter..............................................................................................1.4(a) Company Common Stock.......................................................................................
Company Bylaws. Pursuant to the Company’s Bylaws in substantially the form of Exhibit B (the “Bylaws”), the authorized number of directors of the Company is seven (7), of which two (2) directors are reserved for the holders of the Series A Preferred Stock, to the extent that such holders are entitled to elect representatives on the Company’s Board of Directors pursuant to the Certificate of Designations.
Company Bylaws. (a) The Company hereby covenants and agrees not to amend and to use its best efforts to prevent an amendment of the bylaws of the Company (as in effect on the date hereof) if such amendment could adversely affect the Investors' rights hereunder without the Investors' prior written consent thereto.
Company Bylaws. The Company shall use its best efforts to obtain shareholder approval for, and take all steps necessary to adopt, amended and restated bylaws (and the Investors acknowledge that the bylaws must be acceptable to CA) within 60 days after the Closing, and prepare and file a preliminary Schedule 14C information statement relating to the adoption and amendment of the Company bylaws within 15 days from the Closing Date.
Company Bylaws. The term “Company Bylaws” shall mean the charter document (estatutos sociales) of Company, substantially in the form of Exhibit A attached hereto and incorporated herein by this reference.
Company Bylaws. 2.3(b) Company Capital Stock.............................................
Company Bylaws. The bylaws of Company Merger Sub will be the bylaws of the Company Surviving Entity until amended in accordance with applicable law.
Company Bylaws. Within four (4) Business Days after the date of this Agreement, the Company shall amend its bylaws to provide that, unless the Company consents in writing to the selection of an alternative forum, the state and federal courts located in the state of New York shall be the sole and exclusive forum, to the fullest extent permitted by Law, for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a breach of a fiduciary duty owed by, or other wrongdoing by, any of director, officer, employee or agent to the Company or the Company’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the NYBCL, the Company’s certificate of incorporation, or the Company’s bylaws, (d) any action to interpret, apply, enforce or determine the validity of the Company’s certificate of incorporation, or the Company’s bylaws, or (e) any action asserting a claim governed by the internal affairs doctrine.
Company Bylaws. Tower, Proeza and the Company agree to cause the Company to adopt, at or prior to the Closing, the Company Bylaws, which will set forth such of the provisions in the Shareholders Agreement as are enforceable only if included in the bylaws of a company, so as to preserve the rights and responsibilities of the parties contemplated by and pursuant to the Shareholders Agreement, and will include such other provisions as are customary, necessary and appropriate.
Company Bylaws. “Company Bylaws” shall have the meaning set forth in Section 4.1 hereof.
