Company Charter. The Company hereby covenants and agrees to take all necessary action to ensure that the Company Charter and Bylaws contain all provisions necessary and sufficient to give effect to the provisions of this Agreement.
Company Charter. Section 3.4 Company Common Stock........................................... Section 1.5(c) Company Foreign Benefit Plan.................................. Section 3.12(d) Company Intellectual Property.................................... Section 3.16
Company Charter. The Company Charter shall be amended to allow the expansion of the Board of Directors as provided for in the Stockholders Agreement.
Company Charter. The Company Charter shall have been filed with the Secretary of State of the State of Delaware.
Company Charter. Section 3.1 Company Common Stock....................................................... Section 2.2(a) Company Contracts.......................................................... Section 3.21(a) Company Disclosure Letter.................................................. Article 3 (Introductory Paragraph) Company Employee........................................................... Section 3.15(a) Company Employee Benefit Plan.............................................. Section 3.10(a) Company Employee Pension Benefit Plan...................................... Section 3.10(a) Company Employee Welfare Benefit Plan...................................... Section 3.10(a) Company ERISA Affiliates................................................... Section 3.10(a) Company Financial Advisor.................................................. Section 3.9
Company Charter. Section 2.8................................. 13
Company Charter. Further reference is made to the Second Amended and Restated Certificate of Incorporation of the Company, dated as of July 16, 2020 (the “Company Charter”). Pursuant to Section 4.3(b)(ii) of the Company Charter, in the case that shares of Class A Common Stock (as defined in the Company Charter) or equity-linked securities are issued or deemed issued in excess of the amounts sold in the Company’s initial public offering of securities and related to or in connection with the closing of the initial Business Combination (as defined in the Company Charter), all issued and outstanding shares of Class B Common Stock (as defined in the Company Charter) shall automatically convert into shares of Class A Common Stock at the time of the closing of the such initial Business Combination and the ratio for which the shares of Class B Common Stock shall convert into shares of Class A Common Stock shall be adjusted as set forth therein. Simultaneously with, and conditioned upon, the consummation of the Business Combination contemplated by the Business Combination Agreement, pursuant to the terms thereof, DFHTA Sponsor LLC (the “Sponsor), which represents that it is the holder of a majority of the Class B Common Stock outstanding, hereby waives, in accordance with Section 4.3(b)(ii) of the Company Charter, to the fullest extent permitted by law and the Company Charter, any adjustment of the conversion provisions in Section 4.3(b)(ii) of the Company Charter that would, as a result of the consummation of the Business Combination or the transactions contemplated by the Business Combination Agreement, including the issuance of the Closing Date Equity Consideration, the issuance, if at all, of IMC Adjustment Equity or CareMax Adjustment Equity, the IMC Earnout Consideration, or CareMax Earnout Consideration, the PIPE Investment or the Deerfield PIPE, in each case, cause the Class B Common Stock to convert to Class A Common Stock at a ratio of greater than one-for-one upon consummation of the Business Combination contemplated by the Business Combination Agreement.
Company Charter. Section 3.01
Company Charter. Documents cause, permit or propose any amendment to its memorandum of association, articles of association, certificate of incorporation, by-laws or other charter or organizational documents, or adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary, or elect or appoint any new directors; 1.1.2.5 Acquisitions acquire or agree to acquire (i) by merging or consolidating with, or by purchasing a substantial portion of the assets of or any equity interest in, or by any other manner, any business or any corporation, partnership, joint venture, limited liability company or other company, association or other business organization or division thereof or (ii) any assets that are material, individually or in the aggregate, to the Company and the Company Subsidiaries, taken as a whole, except purchases of inventory in the Ordinary Course of Business, or enter into any Contract with respect to a joint venture, strategic alliance or partnership; 1.1.2.6
Company Charter. Section 3.2 Company Common Stock............................................................ Section 2.1 Company Disclosure Schedule..................................................... Article III
