Certificate of Designation Amendment definition

Certificate of Designation Amendment shall have the meaning assigned to such term in the Transaction Support Agreement.
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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.
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Certificate of Designation Amendment means the amendment to the Certificate of Designation in the form attached hereto as Exhibit C.
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Examples of Certificate of Designation Amendment in a sentence

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

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

  • The Company represents and warrants that the Certificate of Designation Amendment has been approved by the Board of Directors as of the Closing Date and will be filed with the State of Michigan as of the Closing Date.

  • 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.

  • 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.

  • 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.

  • 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).

  • From and after the date of this Agreement, upon the request of any Purchaser or the Company, each of the Company and the Purchasers shall execute and deliver such instrument, documents and other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement, the Notes, the Warrants, the Warrant Shares, the Security Agreement, the Certificate of Designation Amendment and the other Transaction Documents.

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


More Definitions of Certificate of Designation Amendment

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
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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.
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Related to Certificate of Designation Amendment

  • Certificate of Designations means the Certificate of Designations or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

  • Series A Certificate of Designation means the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 8% Series A Convertible Redeemable Preferred Stock and Qualifications, Limitations and Restrictions Thereof.

  • Series B Certificate of Designation means the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 8% Series B Convertible Redeemable Preferred Stock and Qualifications, Limitations and Restrictions Thereof.

  • Series A Certificate of Designations means the Certificate of Designations with respect to the Series A Preferred Stock adopted by the Board of Directors and duly filed with the Secretary of State of the State of Delaware on or before the Payment Date substantially in the form attached hereto as Exhibit C.

  • Series B Certificate of Designations has the meaning set forth in the recitals hereto.

  • Certificate of Designation means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary of State of Delaware, in the form of Exhibit A attached hereto.

  • Certificate of Determination means the Certificate of Determination or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

  • Certificate of Amendment means the Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, substantially in the form attached to this Agreement as Exhibit A.

  • Articles of Amendment means the Articles of Amendment relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

  • Series Designation has the meaning assigned to such term in Section 3.03(a).

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

  • Share Designation has the meaning assigned to such term in ‎Section 3.2(b).

  • Amended and Restated Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company, as in effect as of the Effective Date.

  • Articles Supplementary means the Articles Supplementary, as amended, of the Company, establishing the powers, preferences and rights of the AMPS filed on _____________ ___, 1999 with the State Department of Assessments and Taxation of Maryland.

  • Charter Amendment means the Certificate of Amendment to the Certificate of Incorporation, in the form attached hereto as Exhibit D.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • L/C Amendment Application means an application form for amendment of outstanding standby or commercial documentary letters of credit as shall at any time be in use at the Issuing Bank, as the Issuing Bank shall request.

  • ESG Amendment has the meaning specified in Section 2.18.

  • Conversion Agreement shall have the meaning set forth in the Recitals.

  • Restated Certificate of Incorporation means the Restated Certificate of Incorporation of the Company, as amended.

  • Addendum / Amendment means any written amendment / addendum /corrigendum to this RFP, from time to time issued by NMRC to the prospective bidders

  • Certificate of Arrangement means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement;

  • Certificate of Conversion means the Certificate of Conversion of the Partnership filed with Secretary of State of Delaware as referenced in Section 2.1 as such Certificate of Conversion may be amended, supplemented or restated from time to time.

  • Designation Agreement means, with respect to any Designated Subsidiary, an agreement in the form of Exhibit E hereto signed by such Designated Subsidiary and the Company.

  • Series A Purchase Agreement means the Series A Preferred Unit Purchase Agreement, dated as of June 20, 2017, by and among the Partnership and the Series A Purchasers thereunder, as may be amended from time to time.