Common use of Consent to Amendment Clause in Contracts

Consent to Amendment. Each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in the same proportion as Investor Shares are voted by the Majority Investors to increase the number of authorized shares of Common Stock to the extent necessary to permit the Company to comply with the provisions of its Certificate of Incorporation or any agreement to which the Company is a party.

Appears in 7 contracts

Samples: Shareholder Agreements (Burlington Coat Factory Investments Holdings, Inc.), Stockholders Agreement (Gymboree Corp), Stockholders Agreement (Gym-Card, LLC)

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Consent to Amendment. Each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in the same proportion such manner as Investor Shares are voted by the Majority Investors may instruct by written notice to increase the number of authorized shares of Common Stock to the extent necessary to permit the Company to comply with the provisions of its Certificate certificate of Incorporation incorporation or any agreement to which the Company is a party.

Appears in 2 contracts

Samples: Stockholders Agreement (Houghton Mifflin Co), Stockholders Agreement (Houghton Mifflin Co)

Consent to Amendment. Each holder of Shares Stockholder agrees to cast all votes to which such holder Stockholder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in to amend the same proportion as Investor Shares are voted by the Majority Investors Company’s certificate of incorporation to increase the number of authorized shares of Common Stock authorized thereunder to the extent necessary to permit the Company to comply with the provisions of its Certificate certificate of Incorporation incorporation or any agreement approved by the Board to which the Company or any of its subsidiaries is a party.

Appears in 2 contracts

Samples: Stockholders Agreement (Clear Channel Communications Inc), Stockholders Agreement (C C Media Holdings Inc)

Consent to Amendment. Each holder of Other Investor Shares agrees to cast all votes to which such holder is entitled in respect of the such Company Shares, whether at any annual or special meeting, by written consent or otherwise, in the same proportion as Investor Sponsor Shares are voted by the Majority Investors Sponsors to increase the number of authorized shares of Common Stock to the extent necessary to permit the Company to comply with the provisions of its Certificate of Incorporation Articles or any agreement to which the Company is a party.

Appears in 2 contracts

Samples: Principal Investors Stockholders’ Agreement (J Crew Group Inc), Stockholders' Agreement (J. Crew Inc.)

Consent to Amendment. Each holder of Shares agrees to cast all votes -------------------- to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in the same proportion as Investor Shares are voted by the Majority Investors to increase the number of authorized shares of Common Class A Stock to the extent necessary to permit the Company to comply with conversion of Common Stock as set forth in the provisions Company's Articles of its Certificate of Incorporation or any agreement to which the Company is a partyIncorporation.

Appears in 1 contract

Samples: Stockholders Agreement (Dominos Pizza Government Services Division Inc)

Consent to Amendment. Each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares (other than Management Incentive Shares), whether at any annual or special meeting, by written consent or otherwise, in the same proportion as Investor Shares are voted by the Majority Investors to increase the number of authorized shares of Common Stock to the extent necessary to permit the Company to comply with the provisions of its Certificate of Incorporation or any agreement to which the Company is a party.

Appears in 1 contract

Samples: Stockholders Agreement (Transcultural Health Develpment, Inc.)

Consent to Amendment. Each holder of Shares agrees Shareholder herexx xxxees to cast all votes to which such holder Shareholder is entitled in respect of the Shareshis, her or its Shares (whether at any annual general meeting or special extraordinary general meeting, by written consent or otherwise), in to approve any amendment of the same proportion as Investor Shares are voted by the Majority Investors to increase the number of authorized shares of Common Stock to the extent necessary to permit the Company to comply with Memorandum and Articles such that the provisions of its Certificate of Incorporation or any agreement to which in this Agreement and the Company is a partyMemorandum and Articles are consistent.

Appears in 1 contract

Samples: Shareholder Agreement (ZEEKR Intelligent Technology Holding LTD)

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Consent to Amendment. Each holder of Shares Shareholder xxxxxx agrees to cast all votes to which such holder Shareholder is entitled in respect of the Shareshis, her or its Shares (whether at any annual general meeting or special extraordinary general meeting, by written consent or otherwise), in to approve any amendment of the same proportion as Investor Shares are voted by the Majority Investors to increase the number of authorized shares of Common Stock to the extent necessary to permit the Company to comply with Memorandum and Articles such that the provisions of its Certificate of Incorporation or any agreement to which in this Agreement and the Company is a partyMemorandum and Articles are consistent.

Appears in 1 contract

Samples: Shareholder Agreement (ZEEKR Intelligent Technology Holding LTD)

Consent to Amendment. Each holder of Shares covenants and agrees to -------------------- cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in the same proportion as Investor Shares are voted by the Majority Investors (a) to convert the shares of one Class of Common Stock into shares of any other Class of Common Stock pursuant to Sections 3.8 and 3.9 of the Charter and (b) to increase the number of authorized shares of Common Class A Stock to the extent necessary to permit the Company to comply with conversion of Common Stock as set forth in the provisions of its Certificate of Incorporation or any agreement to which the Company is a partyCharter.

Appears in 1 contract

Samples: Stockholders Agreement (Details Inc)

Consent to Amendment. Each holder of Franchisee Shares agrees to cast all votes to which such holder is entitled in respect of the Franchisee Shares, whether at any annual or special meeting, by written consent or otherwise, in the same proportion as Investor Shares are voted by the Majority Investors to increase the number of authorized shares of Common Class A Stock to the extent necessary to permit the Company to comply with conversion of Common Stock as set forth in the provisions Company’s Articles of its Certificate of Incorporation or any agreement to which the Company is a partyIncorporation.

Appears in 1 contract

Samples: Franchise Stockholders Agreement (Tism Inc)

Consent to Amendment. Each holder Holder of Shares agrees to cast all votes to which such holder is entitled to cast in respect of the his or its Shares, whether at any annual or special meeting, by written consent or otherwise, in the same proportion as Investor Shares are voted by the Majority Investors Sponsors to increase change the capitalization of the Company, including by authorizing new classes, series or types of capital stock or by increasing the number of authorized shares of Common Stock capital stock, all as may from time to time be specified by the extent necessary to permit the Company to comply with the provisions of its Certificate of Incorporation or any agreement to which the Company is a partySponsors.

Appears in 1 contract

Samples: Stockholders’ Agreement (McP-MSC Acquisition, Inc.)

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