New Bylaws and Alterations Sample Clauses

New Bylaws and Alterations. These Bylaws may be amended or repealed and new Bylaws may be made at any regular or special meeting of the Board of Directors by a majority of the Board. However, Bylaws made by the Board of Directors may be repealed or changed and new Bylaws may be made by the Shareholders and the Shareholders may prescribe that any Bylaw made by them shall not be altered, amended, or repealed by the Directors.
Sample 1
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New Bylaws and Alterations. These Bylaws may be amended or repealed and new Bylaws may be made at any regular or special meeting of the Board of Directors by a majority of the Board, provided, however, that until the Fixed Board Date, Article II, Section 2 of these Bylaws may only be amended at a regular or special meeting of the Board of Directors by a vote of ten (10) or more members of the Board of Directors. However, Bylaws made by the Board of Directors may be repealed or changed, provided, however, that until the Fixed Board Date, Article II, Section 2 of these Bylaws may only be amended at a regular or special meeting of the Board of Directors by a vote of ten (10) or more members of the Board of Directors, and new Bylaws may be made by the Shareholders and the Shareholders may prescribe that any Bylaw made by them shall not be altered, amended, or repealed by the Directors.
Sample 1

Related to New Bylaws and Alterations

  • 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.

  • Amendment of Bylaws In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

  • Certificate of Incorporation; Bylaws; Directors and Officers (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 in accordance with Delaware Law and such Certificate of Incorporation.

  • Charter, Bylaws and Corporate Records The minute books of the Seller and its Subsidiaries contain complete and accurate records of all meetings and other corporate actions of the board of directors, committees of the board of directors, incorporators and stockholders of the Seller and its Subsidiaries from September 15, 1995 to the date hereof. All material corporate decisions and actions have been validly made or taken. All corporate books, including without limitation the share transfer register, comply with applicable laws and regulations and have been regularly updated. Such books fully and correctly reflect all the decisions of the stockholders.

  • Certificate of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent prior to the Effective Time:

  • Articles of Incorporation; Bylaws; Directors and Officers At the Effective Time:

  • Certificate of Incorporation and Bylaws; Records (a) The Company has delivered to Parent accurate and complete copies of: (i) the Company’s certificate of incorporation and bylaws, including all amendments thereto and each as so delivered is in full force and effect and in compliance with applicable Law; (ii) the stock records of the Company; and (iii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the board of directors of the Company and all committees of the board of directors of the Company. There have been no formal meetings or other proceedings of the board of directors of the Company or any committee of the board of directors of the Company that are not fully reflected in such minutes or other records. There has not been any violation of any of the provisions of the Company’s certificate of incorporation or bylaws, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company’s board of directors or any committee of the Company’s board of directors. The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respects and have been maintained in accordance with customary business practices.

  • Articles of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent and the Company prior to the Effective Time:

  • Certificate of Incorporation; By-laws; Directors and Officers (a) The certificate of incorporation of Acquisition Corp. as in effect immediately prior to the Effective Time, a copy of which is attached as Exhibit A hereto, shall be the certificate of incorporation of the Surviving Corporation (the “Certificate of Incorporation”) from and after the Effective Time until thereafter changed or amended as provide therein or in accordance with applicable law.

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

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