Certificate Amendments definition

Certificate Amendments the Initial Certificate Amendment and the Post-Transaction Certificate Amendment.

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Certificate Amendments means the amendments in substantially the form set forth in Exhibit G attached hereto and any other amendments to the Certificate of Incorporation or the certificates of incorporation of the Company's Subsidiaries reasonably necessary in connection with the transactions contemplated under this Agreement and the Ancillary Agreements, including, without limitation, (a) an increase to the authorized number of shares of Common Stock of the Company if necessary, (b) the terms and conditions of the designations, rights and preference of the Preferred Stock set forth in the Preferred Stock Certificates of Designations, (c) certain amendments to the Class AA Certificate of Designations and (d) such other changes to the Certificate of Incorporation as are reasonably necessary to give effect to the rights, preferences and designations of the Preferred Stock contained in the Preferred Stock Certificates of Designations and the provisions of this Agreement and the Ancillary Agreements (including the voting provisions set forth in the Stockholders Agreement, if requested by the Purchaser).

Certificate Amendments means any amendments to the Certificate of ---------------------- Incorporation reasonably necessary in connection with the transactions contemplated under this Agreement and the Ancillary Agreements, including, without limitation, (a) an increase to the authorized number of shares of Common Stock of the Company to 150,000,000 shares, (b) the terms and conditions of the designations, rights and preference of the Convertible Preferred Stock set forth in the Certificate of Designations, (c) such other changes to the Certificate of Incorporation as are reasonably necessary to give effect to the rights, preferences and designations of the Convertible Preferred Stock contained in the Certificate of Designations and the provisions of this Agreement and the Ancillary Agreements and (d) a reduction of the par value of a share of Common Stock to $.

Examples of Certificate Amendments in a sentence

In the case of Renewal, pursuant to the foregoing Clause 1, the Employee shall be given a 12 day paid Renewal Leave (weekends and holidays inclusive; must be used consecutively) which shall take place during school vacations in the new Term of Employment with the condition that the days do not conflict with the school schedule.
At the Special Meeting, there will be submitted to the Monsanto stockholders for their vote the Monsanto Certificate Amendments as well as the Distribution.
The holders of the requisite number of -------------------- shares of outstanding Common Stock of the Company shall have duly and validly approved all items necessary to effectuate the transactions contemplated hereby and under the Ancillary Agreements, including without limitation, the Certificate Amendments (the "Stockholder Approval").
Arch shall take all actions necessary (subject to applicable law and any necessary stockholder approval) to adopt the Certificate Amendments.
PKS Holdings will take any action reasonably requested by PKS to ensure that any Class R Stock distributed to the Selling Shareholder with respect to Purchased Class C Stock becomes attached to such shares of PKS Holdings Stock purchased in a Subsequent Sale on a pro rata basis, as contemplated by the Certificate Amendments.
The Certificate of Designation and the Certificate Amendments shall have been duly filed with the Secretary of State of the State of Delaware.
Immediately ------------------------------------- following the Stockholder Approval, (i) the Board of Directors shall adopt the Bylaws Amendments, (ii) the Certificate Amendments shall be duly filed with the Secretary of State of the State of Delaware and (iii) the Preferred Stock Directors shall be appointed to the Board of Directors; provided, however, that with respect to clauses (i) and (iii) the Company shall take such actions earlier, upon the written request of the Purchaser.
Only health care services expressly subject to the terms and conditions set forth in this Section of the Certificate, Amendments to this Certificate and any attached Riders will be covered.
To the extent they are not already listed, Arch shall use its reasonable best efforts to cause the shares of Arch Common Stock to be issued pursuant to the Merger, Arch Exchange Offer and pursuant to the Certificate Amendments to be approved for listing on the Nasdaq National Market (the "NASDAQ") and on all other stock exchanges on which shares of Arch Common Stock are then listed, subject to official notice of issuance, prior to the Closing Date.
The Certificate Amendments shall provide for (i) an increase in the authorized number of shares of Arch Common Stock to an amount sufficient to effectuate the actions contemplated hereby and (ii) the conversion of each Arch Series C Preferred Share into shares of Arch Common Stock as described in this Agreement.

More Definitions of Certificate Amendments

Certificate Amendments means the amendments in substantially the ---------------------- form set forth in Exhibit I attached hereto and any other amendments to the --------- Certificate of Incorporation or the certificates of incorporation of the Company's Subsidiaries reasonably necessary in connection with the transactions contemplated under this Agreement and the Ancillary Agreements, including, without limitation, (a) an increase to the authorized number of shares of Common Stock of the Company if necessary, (b) the terms and conditions of the designations, rights and preference of the Preferred Stock set forth in the Preferred Stock Certificates of Designations, and (c) such other changes to the Certificate of Incorporation as are reasonably necessary to give effect to the rights, preferences and designations of the Preferred Stock contained in the Preferred Stock Certificates of Designations and the provisions of this Agreement and the Ancillary Agreements (including the voting provisions set forth in the Stockholders Agreement, if requested by the Purchaser).

Certificate Amendments means any amendments to the Certificate of ------------------------ Incorporation or the certificates of incorporation of the Company's Subsidiaries reasonably necessary in connection with the transactions contemplated under this Agreement and the Ancillary Agreements, including, without limitation, (a) an increase to the authorized number of shares of Common Stock of the Company if necessary, (b) the terms and conditions of the designations, rights and preference of the Preferred Stock set forth in the Preferred Stock Certificates of Designations, and (c) such other changes to the Certificate of Incorporation as are reasonably necessary to give effect to the rights, preferences and designations of the Preferred Stock contained in the Preferred Stock Certificates of Designations and the provisions of this Agreement and the Ancillary Agreements (including the voting provisions set forth in the Stockholders Agreement, if requested by the Purchaser).