RESERVATION OF RIGHT TO AMEND 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 in force at the time may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences, and privileges 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 the rights reserved in this Article VIII.
RESERVATION OF RIGHT TO AMEND CERTIFICATE OF INCORPORATION. Subject to Article XIII of this Restated Certificate of Incorporation, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation in the manner now or hereafter prescribed by law, and all the provisions of this Restated Certificate of Incorporation and all rights and powers conferred in this Restated Certificate of Incorporation on stockholders, directors and officers are subject to this reserved power. Each reference in the Restated Certificate of Incorporation to "the Restated Certificate of Incorporation", "hereunder", "hereof", or words of like import and each reference to the Restated Certificate of Incorporation set forth in any amendment to the Restated Certificate of Incorporation shall mean and be a reference to the Restated Certificate of Incorporation as supplemented and amended through such amendment to the Restated Certificate of Incorporation.
RESERVATION OF RIGHT TO AMEND 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 Amended and Restated 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 law; and all rights, preferences, and privileges of any nature conferred upon stockholders, directors, or any other persons by and pursuant to this Amended and Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article 7. Notwithstanding the foregoing, or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of stock required by law or this Amended and Restated Certificate of Incorporation, until such time as the Investor and its Permitted Transferees collectively cease to Beneficially Own, in the aggregate, at least ten percent (10%) of the outstanding Common Stock, calculated on a fully-diluted basis, assuming conversion of all outstanding convertible securities (including the Series A Preferred Stock) and exercise of all existing warrants at the then-existing conversion or exercise price, but excluding any Unexercised Options and RSUs, the written consent of the Investor shall be required to alter, amend or repeal any provision of Section 5.1 of Article 5, this Article 7 or Article 8, including by merger, consolidation or otherwise.
RESERVATION OF RIGHT TO AMEND 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 or herein, and all rights conferred upon stockholders herein are granted subject to this reservation.
RESERVATION OF RIGHT TO AMEND CERTIFICATE OF INCORPORATION. The Corporation reserves the right to amend, alter, restate, change or repeal any provisions contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force that may be added or inserted, in the manner now or hereafter prescribed by law and all the provisions of this Certificate of Incorporation and all rights, preferences, privileges and powers conferred in this Certificate of Incorporation on stockholders, directors, officers or any other persons are subject to the rights reserved in this Article VIII.
RESERVATION OF RIGHT TO AMEND CERTIFICATE OF INCORPORATION. Except for Article III, VIII, XI, XII and this Article XIII, which shall not be amended, altered, changed or repealed without unanimous written consent of all the holders of shares of the Corporation's capital stock and without (w) the affirmative vote of 100% of the members of the Board of Directors of the Corporation, (x) the prior written consent of each trustee under any agreement pursuant to which a trust or other entity has issued certificates or notes ("Securities") which are outstanding and are backed by Contracts, (y) the prior written consent of any credit enhancement provider or lender to the Corporation which has a security interest in the Contracts and (z) the prior written consent of each nationally recognized rating agency which has been requested to rate any series or class of Securities and which is then rating such Securities, the Corporation reserves the right, subject to the unanimous written consent of all the holders of shares of the Corporation's capital stock, to amend, alter, change or repeal any other provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and, except as expressly provided in this Certificate of Incorporation or by law, all rights and powers conferred in this Certificate of Incorporate on stockholders, directors and officers are subject to this reserved power.
RESERVATION OF RIGHT TO AMEND 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 law; and all rights, preferences, and privileges 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 the rights reserved in this ARTICLE 8. Exhibit D STOCKHOLDER AGREEMENT This STOCKHOLDER AGREEMENT, dated as of June __, 2000, is entered into by and among Xxxx Financial Corporation, a Delaware corporation ("Xxxx"), and the stockholders of Catskill Financial Corporation, a Delaware corporation ("Catskill"), identified on Schedule I hereto (collectively, the "Stockholders"), who are directors, executive officers or other affiliates of Catskill (for purposes of Rule 145 under the Securities Act of 1933, as amended).
RESERVATION OF RIGHT TO AMEND CERTIFICATE OF INCORPORATION. Subject to Article XIII of this Restated Certificate of Incorporation, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation in the manner now or hereafter prescribed by law, and all the provisions of this Restated Certificate of Incorporation and all rights and powers conferred in this Restated Certificate of Incorporation on stockholders, directors and officers are subject to this reserved power. Each reference in the Restated Certificate of Incorporation to "the Restated Certificate of Incorporation", "hereunder",
RESERVATION OF RIGHT TO AMEND CERTIFICATE OF INCORPORATION. (a) 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, except as provided in paragraph (b) of this Article VII, and all rights conferred upon the stockholders herein are granted subject to this reservation.
(b) Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Voting Stock required by law, this Certificate of Incorporation or any Preferred Stock Designation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the then-outstanding shares of the voting stock, voting together as a single class, shall be required to alter, amend or repeal Articles V, VI, and VII.
RESERVATION OF RIGHT TO AMEND CERTIFICATE OF INCORPORATION. The Corporation reserves the right to amend, alter, restate, change or repeal any provisions 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 law and all the provisions of this Certificate of Incorporation and all rights, preferences, privileges and powers conferred in this Certificate of Incorporation on stockholders, directors, officers or any other persons are subject to the rights reserved in this Article VIII.
I, THE UNDERSIGNED, as the Secretary of the Corporation, do make, file and record this Amended and Restated Certificate of Incorporation, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this [ ] day of [ ], 201[ ]. Secretary Date [ ] [Employee Name] Dear [First Name]: As you know, Astellas US Holding Inc. (the “Company”), through a subsidiary, [is purchasing/has purchased] [Orchid] (the “Merger”). We believe that your assistance during a transition period following the consummation of the Merger (the “Transition Period”) is essential to ensuring that the new enterprise is a success. Accordingly, we are offering you this agreement (the “Retention Agreement”) to provide to you valuable compensation in exchange for your services during the Transition Period as set forth below:
