Filing of Amended and Restated Certificate of Incorporation. Pubco shall adopt and file with the Secretary of State of the State of Delaware an amended and restated certificate of incorporation of Pubco, substantially in the form filed as Exhibit 3.1 to the Registration Statement (the “Amended and Restated Certificate of Incorporation”).
Filing of Amended and Restated Certificate of Incorporation. In accordance with Sections 2.3(e) and 2.4(e) of the Purchase Agreement, the Company shall file an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to reflect the amount of the Series B-2 Purchase Price or the Series B-3 Purchase Price (each, as defined in the Charter), as the case may be, in U.S. currency as calculated pursuant to Section 2.3 or 2.4 of the Purchase Agreement, respectively.
Filing of Amended and Restated Certificate of Incorporation. An amended and restated Certificate of Incorporation of the Company, in the form attached hereto as Exhibit A, shall have been filed with the Secretary of State of the State of Delaware and shall continue to be in full force and effect as of the Closing Date.
Filing of Amended and Restated Certificate of Incorporation. The Company shall have filed its Amended and Restated Certificate of Incorporation and shall not have filed any amendment thereto.
Filing of Amended and Restated Certificate of Incorporation. The Company agrees to use commercially reasonable efforts to obtain the requisite stockholder approval of and authorization for the filing of an Amended and Restated Certificate of Incorporation of the Company to reflect (i) a reverse split of the shares of the outstanding capital stock of the Company; (ii) an increase in the number of authorized shares of Common Stock at least sufficient to allow for the conversion of all outstanding shares of Preferred Stock on a one-for-one basis; (iii) the elimination of the Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series H Preferred Stock; and (iv) such other amendments and modifications as may be necessary or appropriate, in case of each of (i), (ii), (iii) and (iv) on terms approved by a majority of the Board of Directors, which majority shall include two-thirds or more of the directors elected solely by the holders of the Series C-1 Preferred Stock, voting separately as one class (the “Amended and Restated Charter”), and subject to such requisite stockholder approval, to file the Amended and Restated Charter, properly executed and otherwise in proper form, with the Secretary of State of the State of Delaware promptly upon the effectiveness of the termination of the registration of the Common Stock under Section 12(g) of the Exchange Act, pursuant to the Form 15 filed by the Company with the Securities and Exchange Commission on or about May 9, 2003 (the “Form 15”) and in no event later than August 15, 2003. The Company covenants and agrees that it will not withdraw or modify its Form 15 unless, in the opinion of Company counsel, any failure to do so would result in a violation of the Exchange Act or the rules promulgated thereunder, but in no event shall the Company take any action to withdraw or otherwise modify its Form 15 without prior written notice to the Series C-1 Stockholders. In connection with any proposed stockholder action to approve the Amended and Restated Charter, each Stockholder agrees to be present, in person or by proxy, at any duly noticed stockholder meeting at which the proposal to adopt the Amended and Restated Charter will be voted upon, and to be counted for the purposes of determining the presence of a quorum at any such meeting, and to vote (in person, by proxy or by action by written consent, as applicable) all shares of Voting Stock owned or controlled by it in favor of such proposal to approve the Amended and Restated Charter and in opposition of...
Filing of Amended and Restated Certificate of Incorporation. The Parent shall have filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation (i) effecting a 400 for 1 reverse stock split, (ii) changing the name of Parent to “Plures Technologies, Inc.,” and (iii) setting forth the voting powers, designations, preferences and relative, participating, optional or other rights and the qualifications, limitations and restrictions of the Parent Preferred Stock, in the form attached hereto as Exhibit B.
Filing of Amended and Restated Certificate of Incorporation. The Parent shall use commercially reasonable efforts to file, within sixty (60) days following the Closing, with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation, among other things, (i) effecting a 2-for-1 reverse stock split, and (ii) changing the name of Parent to “iSatori Technologies, Inc.”.
Filing of Amended and Restated Certificate of Incorporation. The Amended and Restated Certificate of Incorporation shall have been duly filed by the Company with the Secretary of State of the State of Delaware in accordance with the General Corporation Law of the State of Delaware, and the Purchasers shall have received evidence of such filing in form and substance reasonably satisfactory to Arinco.
Filing of Amended and Restated Certificate of Incorporation. The Buyer shall file with the Secretary of State of the State of Delaware its duly approved Amended and Restated Certificate of Incorporation attached hereto as Exhibit 5.3 (the “Amended Certificate of Incorporation”).
Filing of Amended and Restated Certificate of Incorporation. As soon as practicable following the date hereof, the Company shall file an Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding shares of capital stock.
