Amendment of Certificate of Incorporation. This 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 on stockholders herein are granted subject to this reservation.
Amendment of Certificate of Incorporation. The Contributor shall not merge or consolidate with any other Person or permit any other Person to become the successor to the Contributor's business except in accordance with the requirements of this Section. The certificate of incorporation of any corporation (i) into which the Contributor may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Contributor shall be a party, or (iii) succeeding to the business of Contributor, shall contain provisions relating to limitations on business and other matters substantively identical to those contained in the Contributor's certificate of incorporation. Any such successor corporation shall execute an agreement of assumption of every obligation of the Contributor under this Agreement and each Related Document and, whether or not such assumption agreement is executed, shall be the successor to the Contributor under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement. The Contributor shall provide prompt notice of any merger, consolidation or succession pursuant to this Section 6.2 to the Issuer, the Trustee and the Rating Agencies. Notwithstanding the foregoing, the Contributor shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Contributor's business, unless (w) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 2.4 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no event that, after notice or lapse of time, or both, would become an Event of Default or a Servicer Termination Event shall have occurred and be continuing, (x) the Contributor shall have delivered to the Issuer and the Trustee a certificate of a Responsible Officer of the Contributor and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 6.2 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (y) the Contributor shall have delivered to the Issuer and the Trustee an Opinion of Counsel, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necess...
Amendment of 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 the laws of the State of Delaware, and all powers, preferences and rights 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 this reservation.
Amendment of Certificate of Incorporation. Subject to the rights granted to the THG Investor pursuant to the Stockholders Agreement, 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 (including any Preferred Stock Designation), 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 the laws of the State of Delaware, and all powers, preferences and rights of any nature conferred upon stockholders, directors or any other persons by and pursuant to this Certificate of Incorporation (including any Preferred Stock Designation) in its present form or as hereafter amended are granted subject to this reservation. Notwithstanding the foregoing and subject to the rights granted to the THG Investor pursuant to the Stockholders Agreement and except as otherwise provided in this Certificate of Incorporation (including any provision of a Preferred Stock Designation that provides for a greater or lesser vote) and in addition to any other vote required by law, the affirmative vote of at least 662⁄3% of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required for the stockholders to adopt, amend or repeal, or adopt any provision inconsistent with, Article V, Article VI, Article VII, Article VIII, Article X, Article XI, Article XII and Article XIII of this Certificate of Incorporation. For the avoidance of doubt, but subject to the rights of the holders of any outstanding Preferred Stock and subject to the rights granted to the THG Investor pursuant to the Stockholders Agreement, Section 242(d) of the DGCL shall apply to amendments to the Certificate of Incorporation.
Amendment of Certificate of Incorporation. The Company's Certificate of Incorporation shall have been amended to include the provisions set forth in EXHIBIT A hereto, shall be in full force and effect under the laws of Delaware as of the Closing as so amended and shall not have been further amended or modified.
Amendment of Certificate of Incorporation. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate (including any certificate of designations filed pursuant to the DGCL), in the manner now or hereafter prescribed by this Certificate and the DGCL; and except as set forth in ARTICLE VII, all rights, preferences and privileges herein conferred upon stockholders, directors or any other persons by and pursuant to this Certificate in its present form or as hereafter amended are granted subject to the right reserved in this Article.
Amendment of Certificate of Incorporation. The Company's ----------------------------------------- Certificate of Incorporation shall have been amended to include the provisions set forth in Exhibit 2 hereto (as so amended, the "Certificate of --------- -------------- Incorporation"), shall be in full force and effect under the laws of Delaware as ------------- of the Initial Closing as so amended, and shall not have been further amended or modified.
Amendment of Certificate of Incorporation. As soon as is practicable following the Effective Time, OCG shall amend its certificate of incorporation to increase the authorized shares of OCG Common Stock as necessary to permit the conversion, in full, of the OCG Series C Stock and OCG Series F Stock and the issuance of the shares of OCG Common Stock issuable upon conversion of OCG Series C Stock and OCG Series F Stock in accordance with the terms thereof, and shall reserve out of such increased authorized shares of OCG such number of shares equal at all times to the aggregate shares of OCG Common Stock issuable upon such conversion.
Amendment of Certificate of Incorporation. Following the final Second Closing under this Agreement, in the event the Board of Directors of the Company determines it is in the best interests of the Company to do so, the Company and each Investor hereby agree to take all actions necessary to amend the Company’s Certificate of Incorporation as appropriate to reflect the Series A-1 Purchase Price, including, in the case of an Investor, to vote all shares of capital stock of the Company then owned by such Investor in favor of such amendment at a regular or special meeting of stockholders or by written consent.
Amendment of Certificate of Incorporation. HI's Certificate of Incorporation shall have been amended and shall be in the form set forth in Exhibit A hereto, shall be in full force and effect under the laws of the State of Delaware as of the Closing as so amended, and shall not have been further amended or modified; provided, however, that Investor acknowledges that certain modifications to the Certificate of Incorporation have been or will be approved by the directors and shareholders (including the Investor after its investment) of HI contingent upon completion of a Public Offering, a copy of which shareholder approval (which describes and approves such modifications) is attached as Exhibit D hereto.
