No Amendment of Certificate of Incorporation or Bylaws; Board Observers. (a) During the Initial Governance Period, W shall not (and shall cause its Affiliates not to) take any action to amend the bylaws of Parent (other than the amendment contemplated by the Merger Agreement) unless such amendment is approved by a Determination of the Committee of Independent Directors. In addition, both during and after the Initial Governance Period, W shall not (and shall cause its Affiliates not to) take any action to amend the certificate of incorporation or bylaws of Parent (other than any amendment contemplated by the Merger Agreement) in a manner that would modify the rights of the parties pursuant to this Agreement in any respect, unless such amendment is approved by a Determination of the Committee of Independent Directors.
No Amendment of Certificate of Incorporation or Bylaws; Board Observers. (a) For so long as any WCAS Securityholder, any MC Stockholder, any CL Stockholder or any NT Stockholder is entitled to designate a Director for nomination for election pursuant to Section 3.1(b), (c), (d) or (e) (other than pursuant to the Series A Certificate of Designation or the Series B Certificate of Designation), and in addition to any other vote required by law, Parent agrees that it (i) shall not alter, amend or repeal, or propose to alter, amend or repeal, whether directly or indirectly, Section 8(B), 8(C) or 8(E) of the certificate of incorporation of Parent or this Section 3.8(a) if any such alteration, amendment or repeal would adversely affect the rights or obligations of any WCAS Securityholder, any MC Stockholder, any CL Stockholder or any NT Stockholder, as the case may be, under Section 8(B), 8(C) or 8(E) of the certificate of incorporation of Parent or this Section 3.8(a) and (ii) shall not alter, amend or repeal, or propose to alter, amend or repeal, whether directly or indirectly, Section 2.03, 2.05, 2.09, 3.01, 3.04, 3.05, 3.06 or 5.02 of the bylaws of Parent or this Section 3.8(a) if any such alteration, amendment or repeal would adversely affect the rights or obligations of any WCAS Securityholder, any MC Stockholder, any CL Stockholder or any NT Stockholder, as the case may be, under the bylaws of Parent or this Agreement.
No Amendment of Certificate of Incorporation or Bylaws; Board Observers. (a) W shall not (and shall cause its Affiliates not to) take any action to amend the certificate of incorporation or bylaws of Parent (other than any amendment contemplated by the Merger Agreement) in a manner that would modify the rights of the parties pursuant to this Agreement in any respect, unless such amendment is approved by a Determination of the Committee of Independent Directors, provided, however, that no such modification may adversely affect the rights of the TCP Securityholders pursuant to this Agreement.
