Amendments to Certificate of Incorporation. The Company covenants and agrees that prior to its initial Business Combination it will not seek to amend or modify its Certificate of Incorporation, except as set forth in the Certificate of Incorporation.
Amendments to Certificate of Incorporation. (i) The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify any of provisions (A) – (F) of Article Sixth of its Certificate of Incorporation.
Amendments to Certificate of Incorporation. 3.27.1 The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify its Memorandum and Articles of Association, as amended, including, but not limited to Regulation 23, except as set forth in the Memorandum and Articles of Association.
Amendments to Certificate of Incorporation. Parent shall not amend or propose to amend its certificate of incorporation or by-laws, provided that Parent may amend its certificate of incorporation in connection with the issuance of preferred stock.
Amendments to Certificate of Incorporation. The Share Increase Proposal and Reverse Stock Split Proposal require the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of Era Common Stock entitled to vote.
Amendments to Certificate of Incorporation. AMMA has provided a copy of the amendments to AMMA’s certificate of incorporation effecting the Reverse Split and increase in the number of authorized AMMA Shares certified by its Chief Executive Officer.
Amendments to 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 law and subject to Article VIII, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power; provided that, notwithstanding the fact that a lesser percentage may be specified by the DGCL, the affirmative vote of the holders of record of outstanding shares representing at least seventy-five percent (75%) of the voting power of all of the shares of capital stock of the Corporation then entitled to vote generally in the election of the Board of Directors, voting together as a single class, shall be required to amend, alter, change, repeal, or adopt any provision or provisions inconsistent with, Article IX and this Article XI of this Certificate of Incorporation unless such amendment, alteration, change, repeal or adoption of any inconsistent provision or provisions is adopted or authorized by the Board of Directors by the affirmative vote of at least seventy-five percent (75%) of all of the members of the Board of Directors.
Amendments to Certificate of Incorporation. The Company covenants and agrees that between the date hereof and the time of the Closing, without the prior written consent of the Investor, the Company shall not adopt or propose any change to its certificate of incorporation in a manner that is reasonably likely to materially and adversely impact the transactions contemplated hereunder or the rights and benefits reasonably expected to be received by the Investor under this Agreement and the Transaction Agreements.
Amendments to Certificate of Incorporation. The Transferor ------------------------------------------ shall deliver to each Rating Agency prior written notice of any amendment to its amended and restated certificate of incorporation and shall not amend, alter, change or repeal Article III, VI, VII, VIII, IX, X or XI of its amended and restated certificate of incorporation or the defined term "Independent Director" or "Material Action" set forth in Article XII of its amended and restated certificate of incorporation unless the Rating Agency Condition shall have been satisfied.
Amendments to Certificate of Incorporation. The Company shall not, without the prior written consent of Xxxxxxx Xxxxx, if it is then a stockholder of the Company, make any amendment to the Certificate of Incorporation that adversely affects the rights of Xxxxxxx Xxxxx thereunder in a manner that is disproportionate to the impact such amendment would have on the rights of the Warburg Group thereunder; provided, however, that in all events the Company shall be permitted to amend the Certificate of Incorporation without the prior written consent of Xxxxxxx Xxxxx to (i) increase the Company’s authorized capitalization; (ii) designate any new series of Preferred Stock; (iii) change the name of the Company; or (iv) amend any provision of the Certificate of Incorporation in connection with an Approved Sale. Each Stockholder hereby agrees to take all actions necessary or desirable to effect the foregoing sentence, including voting against or refusing to consent to amendments to the Certificate of Incorporation that are in violation of this Section 5.8.
