Governance Amendments Sample Clauses

Governance Amendments. The Company shall (i) immediately following the execution of an underwriting agreement for a Public Offering (the “Underwriting Agreement”), submit for approval by the Company’s stockholders by written consent in lieu of a meeting, the Charter Amendments and (ii) use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to effect the Charter Amendments, including, without limitation, the preparation and dissemination of a proxy statement or information statement to the Company’s stockholders and the filing of such document with the SEC, the preparation and filing with the State of Delaware of an amendment to the Certificate of Incorporation and the adoption of all necessary amendments to the By-Laws to be consistent with the terms of this Agreement and the Charter Amendments (including, without limitation, the amendments set forth on Exhibit B) (the “By-Law Amendments”); provided, however, if the Underwriting Agreement is not executed on or prior to July 23, 2010 (or such later date as may be mutually agreed to by the Company and the Xxxxxxxxx Family Group) (the “Abandonment Date”), the Company shall abandon efforts to effect the Charter Amendments and the By-Law Amendments and shall take all steps necessary to effect such abandonment (an “Abandonment”). Not less than one business day prior to the dissemination to stockholders or filing with the SEC of any proxy statement or information statement with respect to the matters set forth herein, the Company shall furnish copies of such documents to the Xxxxxxxxx Family Group and its counsel for their review and comment.
Sample 1
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Governance Amendments. The Company, at its expense, shall (i) as promptly as is reasonably practicable (and, in any event within 60 days of the date of this Agreement unless the Special Meeting Proxy Statement (as defined below) is reviewed by the SEC in which event the Company shall use commercially reasonable efforts in good faith to resolve any SEC comments at the earliest practicable time) call and hold the Special Meeting and submit for approval by the Company’s stockholders at the Special Meeting the Charter Amendments, (ii) use its commercially reasonable efforts in good faith to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, so as to effect (A) the Charter Amendments, including, without limitation, the Board approving and declaring advisable the Charter Amendments, recommending that the Company’s stockholders approve and adopt the Charter Amendments (and not withdrawing such Board recommendation, making any statements or taking any action inconsistent with such recommendation), preparing and disseminating a proxy statement to the Company’s stockholders (the “Special Meeting Proxy Statement”) (which Special Meeting Proxy Statement shall include such Board recommendation and all necessary information with respect to the Charter Amendments), filing such Special Meeting Proxy Statement with the SEC (which Special Meeting Proxy Statement shall be so filed with the SEC within 20 days of the date of this Agreement), using commercially reasonable efforts to solicit proxies in favor of approval of the Charter Amendments (including retaining a qualified proxy solicitation firm to assist in the solicitation of proxies) and, subject to receipt of the required stockholder approval, filing with the State of Delaware of an amendment to the Certificate of Incorporation reflecting the Charter Amendments and (B) the adoption of all necessary amendments to the By-Laws to be consistent with the terms of this Agreement and the Charter Amendments (including, without limitation, the amendments set forth on Exhibit B) (the “By-Law Amendments”), and (iii) not less than two business days prior to the scheduled date of the Special Meeting, notify the Xxxxxxxxx Family Parties of proxies received in respect of the approval of the Charter Amendments at the Special Meeting, and, if such proxies are insufficient to approve the Charter Amendments, upon the request of any Xxxxxxxxx Family Party prior ...
Sample 1

Related to Governance Amendments

  • Waiver; Amendments (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or any other Loan Document, and no course of dealing between the Borrower and the Administrative Agent or any Lender, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power hereunder or thereunder. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies provided by law. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 10.2, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time.

  • Waiver, Amendments, Etc The Trust shall not waive, modify, amend, supplement or consent to any waiver, modification, amendment of or supplement to, any of the provisions of the Certificate of Trust, the Trust Agreement or any of the other Transaction Documents unless, if no Insurer Default shall have occurred and be continuing, Financial Security shall have consented thereto in writing.

  • Charter Amendments Amend, or permit any of its Subsidiaries to amend, its certificate of incorporation or bylaws in any material respect.

  • FINRA Amendments Notwithstanding anything herein to the contrary, in the event that Xxxxxxxxxx determines that any of the terms provided for hereunder shall not comply with a FINRA rule, including but not limited to FINRA Rule 5110, then the Company shall agree to amend this Agreement (or include such revisions in the final underwriting agreement) in writing upon the request of Xxxxxxxxxx to comply with any such rules; provided that any such amendments shall not provide for terms that are less favorable to the Company than are reflected in this Agreement.

  • Integration; Amendments This Agreement constitutes the entire Agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto. This Agreement may be amended or restated only by a written instrument executed by both parties.

  • Governing Law; Amendments This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. This letter agreement may not be amended or modified other than by a written agreement executed by you and an authorized employee of Xxxxx & XxXxxxxx Companies.

  • Changes; Amendments This Agreement may be changed or amended only by written instrument signed by both parties.

  • Merger, Amendments; Etc THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. No waiver of any provision of this Agreement, and no consent to any departure by any Grantor herefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment of any provision of this Agreement shall be effective unless the same shall be in writing and signed by Agent and each Grantor to which such amendment applies.

  • Severability; Amendments (a) The invalidity or unenforceability of any provision of this Loan Agreement will not affect the validity or enforceability of any other provision, and all other provisions will remain in full force and effect. This Loan Agreement contains the entire agreement among the parties as to the rights granted and the obligations assumed in this Loan Agreement.

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