Certificate of Designation Amendment definition

Certificate of Designation Amendment shall have the meaning assigned to such term in the Transaction Support Agreement.

Certificate of Designation Amendment means that certain Certificate of Amendment to Certificate of Designation of Series A Senior Preferred Stock of Topco, filed with the Delaware Secretary of State on or prior to the Closing Date. (f) “Claim” means, except as otherwise defined solely for the purposes of section 6 of this Agreement, any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured. (g) “Closing Date” means the date on which the Transaction is consummated. (h) “Common Stock” means Topco’s issued and outstanding Class A common stock. (i) “Consenting Crossholder” means any party to this agreement which is both a lender under the Credit Agreement and a holder of Preferred Stock, in each case as indicated on the signature page or applicable Joinder Agreement for such party. (j) “Consenting Preferred Equityholder” means any party to this agreement which is a holder of Preferred Stock, as indicated on the signature page or applicable Joinder Agreement for such party. (k) “Consenting Preferred Equityholders’ Consent” means that certain Action by Written Consent of the Series A Senior Preferred Stockholders of the Company approving the Transaction and certain related matters. (l) “Credit Agreement” means that certain Credit Agreement, dated as of February 24, 2022, by and among the Borrower, Holdings, the lenders party thereto, Barclays, as Administrative Agent (together with its permitted successors and assigns in such capacity, the “Administrative Agent”), and HPS Investment Partners LLC, as Lender Representative, as amended by that certain Amendment No. 1 to Credit Agreement dated as of March 30, 2022. (m) “Credit Agreement Amendment” means Amendment No. 2 to the Credit Agreement, the material terms and conditions of which are set forth in the Transaction Term Sheet and Exhibit B to the Transaction Term Sheet. (n) “Default” has the meaning assigned to such term in the Credit Agreement. (o) “Definitive Documents” means the material agreements that are necessary to implement the Transaction, including, but not limited to: (a) the Credit Agreement Amendment, (b) the Assignment and Assumption Agreement, (c) any documents relating to the New Money Exhibit 10.1

Certificate of Designation Amendment means that certain First Amended and Restated Certificate of Designation of Series A Senior Preferred Stock of Topco, to be filed with the Secretary of State of the State of Delaware on or prior to the Closing Date, substantially in the form attached to this Agreement as Exhibit C-2.

Examples of Certificate of Designation Amendment in a sentence

• The Certificate of Designation Amendment shall have been filed with the State of Michigan.

• BE IT RESOLVED, that the form, terms and provisions of the Certificate of Designation Amendment are, and hereby be, approved.

• On or prior to the date hereof, the Borrower has filed the Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series B-2 Preferred Stock (the “Certificate of Designation Amendment”) attached hereto as Exhibit B with the Secretary of State of the State of Delaware, and the Certificate of Designation Amendment has become, and is, effective.

• On the morning of the Closing, but subject to the receipt of the Requisite Stockholder Approvals, the Company shall cause the Charter Amendments (including the Certificate of Designation Amendment and the New Certificate of Designation) to be executed and filed with the Secretary of State of the State of Delaware (the "SECRETARY OF STATE") as provided in the DGCL.

• Agreed forms of the (a) the Investors’ Rights Agreement Amendment, (b) the Certificate of Designation Amendment, (c) the Consenting Preferred Equityholders’ Consent, (d) the Registration Rights Agreement and (e) the Series B Certificate of Designation, each of which has been negotiated and agreed to by the Company and the applicable Consenting Stakeholders, are attached hereto as Exhibit C-1, C-2, C-3, C-4 and C-5, respectively.

• Certificate of Designation; Amendment to Articles of Incorporation.............................Page 122 of 139 Section 5.08.

• The Company represents and warrants that the Certificate of Designation Amendment described in Annex XV has been approved by the Board of Directors of the Company and, to the extent deemed necessary, a majority of Shareholders and has been filed with the State of Michigan as of the Closing Date and that a sufficient number of shares of Series A Stock are reserved for issuance in the event that the Buyer purchases Purchased Securities up to the Max Investment Amount.

• Certificate of Designation; Amendment to Articles of Incorporation 29 SECTION 5.08.

• The Company represents and warrants that the Certificate of Designation Amendment described in Annex XV has been approved by the Board of Directors of the Company, and to the extent deemed necessary, a majority of Shareholders and has been filed with the State of Michigan as of the Closing Date and that a sufficient number of shares of Series A Stock are reserved for issuance in the event that the Buyer purchases Purchased Securities up to the Max Investment Amount.

• The Administrative Agent and the Lender Representative shall have received a copy of the Transaction Support Agreement which shall, among other things, exhibit final versions of the following: (i) the Certificate of Designation Amendment, (ii) the Investors’ Rights Agreement Amendment, (iii) the Series B Certificate of Designation and (iv) the Series A Preferred Stockholder Consent (in each case, as defined in the Transaction Support Agreement).

More Definitions of Certificate of Designation Amendment

Certificate of Designation Amendment means the Amendment to the Certificate of Designation, Preferences, Powers and Rights of the Existing Preferred Stock in the form attached hereto as EXHIBIT C.

Certificate of Designation Amendment means the amendment to the Certificate of Designation in the form attached hereto as Exhibit C.