Amendments to Charter Documents. The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify its Charter Documents, except as set forth therein. The Company acknowledges that the purchasers of the Public Securities in the Offering shall be deemed to be third party beneficiaries of this Agreement and specifically this Section 3.22.
Amendments to Charter Documents. The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify its Charter Documents, except as set forth therein.
Amendments to Charter Documents. The Company shall not, nor shall it cause or permit any of its Subsidiaries to, amend its certificate of incorporation or bylaws in any respect which could be materially adverse to the interests of the Noteholders.
Amendments to Charter Documents. The Company shall not, without the written consent of the Requisite Purchasers, amend or waive any provision of the Certificate or Bylaws of the Company in any way that would adversely affect exercise rights, voting rights, conversion rights, prepayment rights, redemption rights or other rights of the holder of the Securities.
Amendments to Charter Documents. The Company shall not, without the consent of Purchasers holding at least 66 2/3% of the Notes then held by the Purchasers, amend or waive any provision of the Certificate or Bylaws of the Company in any way that would adversely affect exercise rights, voting rights, conversion rights, prepayment rights, redemption rights or other rights of the holder of the Securities.
Amendments to Charter Documents. The Company will not, nor will it permit any Subsidiary to make any amendment or modification to any terms or provisions of its Certificate or Articles of Incorporation or bylaws which is materially adverse to the Administrative Agent or the Lenders without the prior written consent of the Required Lenders.
Amendments to Charter Documents. 38 6.8 Asset Sales..........................................................................................38 6.9 Management Agreement and Development Agreement.......................................................38 6.10
Amendments to Charter Documents. (a) If the Board of Directors has not already done so, the Board of Directors will recommend to the stockholders of the Company that the stockholders of the Company approve the adoption of the Certificate Amendment. The Board of Directors shall not directly or indirectly withdraw or modify such recommendation in a manner adverse to Purchaser, or publicly propose to do so. As promptly as practicable after the date of this Agreement, the Company shall prepare a proxy statement with respect to a meeting of the stockholders of the Company to be held in connection with the approval of the Certificate Amendment. The Company, shall, in accordance with applicable law and the Restated Certificate and Bylaws, duly call, give notice of, convene and hold an annual or special meeting of its stockholders as soon as reasonably practicable for the purpose of obtaining stockholder approval of the Certificate Amendment. In any case, the Company will obtain the approval of the stockholders of the Company for the Certificate Amendment and adopt the Certificate Amendment within ninety (90) days after the date hereof.
(b) Other than the adoption of the Certificate Amendment, so long as the Primary Investor (as defined in the Certificate of Designations) holds any shares of the Series C Preferred, the Company shall not, without the prior written consent of the Primary Investor, amend or waive any provision of the Restated Certificate or Bylaws of the Company whether by merger, consolidation or otherwise, in any way that would materially adversely affect any rights of the holder of the Securities.
Amendments to Charter Documents. 100 6.12 [Reserved]................................................ 101 6.13 Creation of Subsidiaries.................................. 101 -ii- Section Heading Page ------- ------- ----
Amendments to Charter Documents. 2.1. Contemporaneously with the execution and delivery of this Agreement:
(a) PSO and Monika shall execute and deliver (i) Amended and Restated Articles of Organization for Nuvest in the form attached as Exhibit A, and (ii) an Amended and Restated Operating Agreement for Nuvest in the form attached as Exhibit B, and
(b) Nuvest and Numanco Inc. shall execute and deliver (i) Amended and Restated Articles of Organization for Numanco LLC in the form attached as Exhibit C, and (ii) an Amended and Restated Operating Agreement for Numanco LLC in the form of Exhibit D.
