Flex Certificate of Incorporation Sample Clauses

Flex Certificate of Incorporation. On the Effective Date, Flex shall cause to be filed with the Secretary of State of Delaware the Second Amended and Restated Certificate of Incorporation of Flex attached hereto as Exhibit C and incorporated by reference herein. In connection therewith, in order to minimize the number of shares of Class B Common Stock (as defined in Exhibit C) that might be issued or issuable pursuant to the exercise of employee stock options, Flex and OCLI agree promptly following the Effective Date to use their best efforts to obtain an amendment to Flex's permit from the California Commissioner of Corporations covering Flex's Stock Option Plan to allow options to be granted under the Plan that are exercisable for shares of Class A Common Stock. In the event such a permit is obtained, OCLI and Flex agree that all options granted under the Plan to acquire Class B Common Stock shall be in an aggregate amount not to exceed 10% of Flex's issued and outstanding Class B Common Stock at the time of grant of the options. In addition, OCLI and Flex will make good faith reasonable efforts to cause the holders of employee stock options exercisable to acquire Class B Common Stock to convert such options to options exercisable to acquire Class A Common Stock. In the event such a permit cannot be obtained, options to purchase shares of Class B Common Stock in excess of 10% of the then issued and outstanding Class B Common Stock may be granted under the Plan, and in that event Flex agrees that it will exercise its right under the Plan to either purchase from optionees options that are about to be exercised or purchase shares of Class B Common Stock issued to optionees such that at no time will there be shares of Class B Common Stock issued to optionees or former optionees that exceed 10% of the issued and outstanding Class B Common Stock. If, at any time, Flex shall undertake a Public Offering, OCLI, Flex and SICPA will take all necessary action to cause Flex to file with the Secretary of State of Delaware a further amended and restated Certificate of Incorporation of Flex to delete from Flex's Certificate of Incorporation all shareholder supermajority approval requirements effective upon the closing of such Public Offering.
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Related to Flex Certificate of Incorporation

  • The Certificate of Incorporation of the --------- Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least seventy-five percent of the outstanding shares of Series A Junior Participating Preferred Stock, voting together as a single class.

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended to read in its entirety as set forth in Exhibit A attached hereto and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Amendment to Certificate of Incorporation The Depositor will not amend its Certificate of Incorporation or state of incorporation without prior notice to the Rating Agencies, the Indenture Trustee, and the Credit Enhancer.

  • Articles of Incorporation; Bylaws (a) At the Effective Time, the articles of incorporation of Merger Sub shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by applicable Law.

  • Amendment of Certificate of Incorporation The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all powers, preferences and rights of any nature conferred upon stockholders, directors or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

  • Certificate of Incorporation, Bylaws, and Minute Books Copies of the Certificate of Incorporation and of the other corporate documents of Concept X which will be delivered to GMEC are true, correct and complete copies thereof. The minute books of Concept X which will be made available for inspection contain accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the Shareholder of Concept X since the date of incorporation and accurately reflect all transactions referred to in such minutes and consents in lieu of meetings.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Certificate of Incorporation; By-laws (a) At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.

  • Amended and Restated Certificate of Incorporation The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Certificate of Incorporation.

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