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).
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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 $.
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Examples of Certificate Amendments in a sentence

  • 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.

  • The Certificate of Designation and the Certificate Amendments shall have been duly filed with the Secretary of State of the State of Delaware.

  • 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.

  • Use it with your NYSHIP General Information Book & Empire Plan Certificate and Empire Plan Reports and Certificate Amendments.

  • They are able to point to contemporaneous evidence that Defendants forced the Certificate Amendments through, with the APEs’ voting power and the Antara Transaction, to subvert the will of the common stockholders, inviting the application of enhanced scrutiny.161 After AMC’s stockholders twice rejected the Board’s proposals to increase the number of authorized shares of common stock, Defendants found a different path to approval.

  • Impairment and Voting: Classes 1(a) – 1(d) are unimpaired by the Plan.

  • Further, at the lower temperature ranges (6–24 ◦C), the slope, the area, and plump degree of these hysteresis curves are much larger than those at high temperature ranges (30–42 ◦C).

  • At the Special Meeting, there will be submitted to the Monsanto stockholders for their vote the Monsanto Certificate Amendments as well as the Distribution.

  • 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 other provider figures are North East Lincolnshire patients only.


More Definitions of Certificate Amendments

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).
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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).
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Related to Certificate Amendments

  • Mortgage Amendments as defined in Section 6.11(a).

  • Certificate of Amendment means the Certificate of Amendment of the Company, the form of which is attached as Exhibit A.

  • Additional Certificates has the meaning specified in Section 8.01(d).

  • Mortgage Amendment means an amendment to an Existing Mortgage or an amendment and restatement of an Existing Mortgage, in each case in form and substance reasonably acceptable to the Collateral Agent.

  • Certificate of Trust means the Certificate of Trust in the form of Exhibit B to be filed for the Trust pursuant to Section 3810(a) of the Statutory Trust Statute.

  • Certificate No 6-A-1-[_] Cut-off Date: October 1, 2004 First Distribution Date: November 25, 2004 Last Scheduled Distribution Date: October 25, 2034 Pass-Through Rate: 5.50% Initial Certificate Principal Balance of this Certificate $[ ] ("Denomination"): Initial Certificate Principal Balances of all Certificates of this Class: $15,000,000 CUSIP: 576434 XA 7 ISIN: US576434XA71 MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. MASTR ALTERNATIVE LOAN TRUST 2004-11 Mortgage Pass-Through Certificates, Series 2004-11 Class 6-A-1 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance at any time may be less than the Certificate Principal Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, the Trust Administrator, the Trustee or the Custodians referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_______] is the registered owner of the Percentage Interest evidenced by this Certificate in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, UBS Real Estate Securities Inc., as transferor (the "Transferor"), Wells Fargo Bank, National Association, as master servicer (in such capxxxxx, the "Servicer"), trust administrator (in such capacity, the "Trust Administrator") and a custodian, U.S. Bank National Association, as a custodian and as trustee (the "Trustee"). Distributions on this Certificate will be made primarily from collections on the applicable Mortgage Loans pursuant to the terms of the Agreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trust Administrator.

  • Certificate form means the form on which the certificate is delivered or issued for delivery by the issuer.

  • L/C Amendment Application means an application form for amendment of outstanding Letters of Credit as shall at any time be in use at the Issuing Bank, as the Issuing Bank shall request.

  • Supplemental Certificate shall have the meaning specified in Section 6.03.

  • Restated Certificate means the Company’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time.

  • Certificate Purchase Agreement The Purchase Agreement, dated as of [_______], among the Depositor and the Initial Purchasers, relating to the Privately Offered Certificates.

  • Amendments are any changes that are not specifically covered by the terms and conditions of the Centralized Contract, but inclusion is found to be in the best interest of the State. A request to change a contractual term and condition is an example of an amendment.

  • Certificate Depository Agreement means the agreement among the Trust, the Depositor and The Depository Trust Company, as the initial Clearing Agency, dated as of the Closing Date, relating to the Trust Securities Certificates, substantially in the form attached as Exhibit B, as the same may be amended and supplemented from time to time.

  • Tariff Amendment means an amendment made by XXXXX, from time to time, to the tariff applicable to this Licence, on notice to the Licensee.

  • Class H Certificate means any of the Certificates with a "Class H" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Exchange Certificates Means the pass through certificates substantially in the form of Exhibit A hereto issued in exchange for the Initial Certificates pursuant to the Registration Rights Agreement and authenticated hereunder.

  • Certificate Depositary Agreement means the agreement among the Issuer Trust, the Paying Agent and DTC, as the initial Clearing Agency, dated as of the Closing Date.

  • Certificates of Merger has the meaning set forth in Section 2.2.

  • Related Certificates For each interest in the Upper Tier REMIC, the Class of Certificates listed on the same row in the table entitled "Upper Tier REMIC" in the Preliminary Statement.

  • Permitted Amendments has the meaning specified in Section 10.01.

  • UCC Financing Statements means collectively the Lender Financing Statements and the Lessor Financing Statements.

  • Certificate re Non-Bank Status means a certificate substantially in the form of Exhibit F.

  • Perfection Certificate Supplement means a certificate supplement in the form of Exhibit L-2 or any other form approved by the Collateral Agent.

  • Certificate Principal means principal payable in respect of the Investor Certificates of any Series pursuant to Article IV of this Agreement.

  • Proposed Amendments means any consequential or related amendments to certain terms of the Note Standard Conditions (as defined in the Note Programme Memorandum), the Series Specific Provisions (as defined in the Standard Interpretation Provision (being Clause 1 of the Standard Provisions Document)), as set out in the Note Issue Supplement in relation to the Series Portfolio Services Agreement and the Series Liquidity Facility Agreement, certain other terms of the Series Liquidity Facility Agreement, the Series Mortgage LIBOR Hedge Agreement, the Series Currency Ab Hedge Agreement, the Series Currency Ac Hedge Agreement, the Series Currency Cb Hedge Agreement, the Series Currency Db Hedge Agreement and the Series Currency Eb Hedge Agreement (each as defined in the Note Issue Supplement), to effect the transition from LIBOR to Compounded Daily SONIA as more fully described in the Amendment Deed; and 11. agree that capitalised terms in this document where not defined herein shall have the meanings given to them in the Consent Solicitation Memorandum (a copy of which is available for inspection as referred to in the Notice)." In Respect of the EUR 28,000,000 Class Db Notes due June 2039

  • Class B-6 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit B-6 and Exhibit C hereto. Class B-6 Certificateholder: The registered holder of a Class B-6 Certificate.