No Amendment to Certificate of Incorporation Sample Clauses

No Amendment to Certificate of Incorporation. 3.24.1 Prior to the closing of a Business Combination, the Company covenants and agrees it will not seek to amend or modify its amended and restated certificate of incorporation without the prior approval of its Board of Directors and the affirmative vote of at least a majority of the voting power of the shares of Common Stock. 3.24.2 The Company acknowledges that the purchasers of the Firm Units and the Option Units in this Offering shall be deemed to be third party beneficiaries of this Section 3.24. 3.24.3 The Representatives and the Company specifically agree that this Section 3.24 shall not be modified or amended in any way without the approval of at least a majority of the voting power of the shares of Common Stock.
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No Amendment to Certificate of Incorporation. 3.27.1. Prior to the closing of a Business Combination, other than with respect to the creation and designation of any class of preferred stock which may be approved by the Company’s Board of Directors in connection with working capital loans out of the Company’s authorized but undesignated preferred stock, the Company covenants and agrees it will not seek to amend or modify its certificate of incorporation without the prior approval of its Board of Directors and the affirmative vote of at least a majority of the voting power of the shares of Common Stock. 3.27.2. The Company acknowledges that the purchasers of the Firm Units and Option Units in this Offering shall be deemed to be third party beneficiaries of this Section 3.27. 3.27.3. The Company agrees that this Section 3.27 shall not be modified or amended in any way without the approval of at least a majority of the voting power of the Common Stock.
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No Amendment to Certificate of Incorporation. (i) Except as set forth in the Company’s Certificate of Incorporation, the Company covenants and agrees that it will not seek to amend or modify Article Third or the provisions (A)-(F) of Article Sixth of its Certificate of Incorporation. The Company may amend or modify Article Fifth of its Certificate of Incorporation as set forth in such Article Fifth as described in the Registration Statement. (ii) The Company acknowledges that the purchasers of the Firm Units and Option Units in this Offering shall be deemed to be third party beneficiaries of this Section 3.29. (iii) The Underwriters and the Company specifically acknowledge that they may not waive this Section 3.28 under any circumstances.
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No Amendment to Certificate of Incorporation. Neither any of the Companies nor Subsidiary has amended or shall amend its certificate or articles of incorporation or bylaws.
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Related to No Amendment to Certificate of Incorporation

  • 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.

  • Amendment of Certificate of Incorporation The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders, directors, or any other persons herein are granted subject to this reservation.

  • 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; By-laws (a) At the Effective Time the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-laws.

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, 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 Delaware Law and such Certificate of Incorporation. (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

  • No Amendment to Charter 3.26.1 Prior to the closing of a Business Combination, the Company covenants and agrees it will not seek to amend or modify its amended and restated certificate of incorporation without the prior approval of its Board of Directors and the affirmative vote of at least a majority of the voting power of the outstanding shares of Common Stock. 3.26.2 The Company acknowledges that the purchasers of the Firm Units and Option Units in this Offering shall be deemed to be third party beneficiaries of this Section 3.26. 3.26.3 The Representative and the Company specifically agree that this Section 3.26 shall not be modified or amended in any way without the approval of at least a majority of the voting power of the outstanding shares of Common Stock.

  • Certificate of Incorporation The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Articles of Incorporation; Bylaws (a) At the Effective Time, the Articles of Incorporation of Company, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation of the Surviving Corporation. (b) The Bylaws of Company, as in effect immediately prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

  • Articles of Incorporation; By-laws At the Effective Time, the Articles of Incorporation, as amended, of the Acquiror (the "Acquiror Articles") and the By-Laws, as amended, of the Acquiror ("Acquiror By-Laws"), as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation and the By-Laws of the Surviving Corporation.

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