Charter Amendments definition
Charter Amendments means the amendments proposed to be effected to the Charter, as set forth in the Proxy Statement.
Charter Amendments means each of those amendments to the certificate of incorporation of CSC, in such form as may be approved by resolution of the board of directors of CSC, such that each of the CSC Series C Cumulative Preferred Stock, par value $.01 per share, CSC Series D Cumulative Preferred Stock, par value $.01 per share, and CSC Series I Cumulative Convertible Exchangeable Preferred Stock, par value $.01 per share, shall, as a result of the Merger automatically become at the Effective Time, without any action by any Person, preferred stock of Parent having the same terms and designations as immediately prior to the Effective Time except for being preferred stock of Parent rather than preferred stock of CSC.
Charter Amendments means all of the proposed amendments to the Buyer Certificate of Incorporation included in the form of Charter Amendment attached as Annex D hereto, including the Authorized Share Increase Amendment, the Corporate Opportunity Charter Amendment and the Governance Charter Amendment.
Examples of Charter Amendments in a sentence
For the avoidance of doubt, if the Board of Directors of Buyer makes an Adverse Recommendation Change, it will not alter the obligation of Buyer to submit the Share Issuance and the Charter Amendments to Buyer’s stockholders at the Buyer Stockholders’ Meeting to consider and vote upon, unless this Agreement shall have been terminated in accordance with its terms prior to the Buyer Stockholders’ Meeting.
The Board of Directors of Buyer shall not withhold, withdraw or modify in a manner adverse to Seller or Amundi Parent (or publicly propose any of the foregoing), and the Buyer Proxy Statement shall include, the recommendation of the Board of Directors of Buyer in favor of approval of the Share Issuance and the Charter Amendments, except to the extent the Board of Directors of Buyer determines, in accordance with, and to the extent permitted by, Section 6.5(f) to make an Adverse Recommendation Change.
More Definitions of Charter Amendments
Charter Amendments means, jointly and severally, any proposal to adopt amendments to the Certificate of Incorporation (as the same may be set forth and more particularly described in any definitive proxy statement on Schedule 14A filed by the Company with the Securities and Exchange Commission) by (a) eliminating provisions relating to the Company’s Class 1 common stock, par value $0.0001 per share (the “Class 1 Common Stock”), in connection with the previous automatic conversion of all issued and outstanding shares of Class 1 Common Stock into shares of Class 2 Common Stock, (b) reclassifying the authorized shares of Class 1 Common Stock as Class 2 Common Stock, and (c) adding a provision to automatically reclassify each issued and outstanding share of Class 2 Common Stock as one share of common stock, par value $0.0001, of the Company(“Common Stock”), the cumulative result being the Company having only two classes of stock authorized for issuance—Common Stock and Preferred Stock.
Charter Amendments means the proposals substantially in the form attached hereto at Exhibit 5 to be submitted to the shareholders of Zynaxis in connection with the transactions contemplated by this Agreement.
Charter Amendments shall have the meaning set forth in the recitals hereto.
Charter Amendments means Amendment No. 1 to the Charter and Amendment No. 2 to the Charter, substantially in the forms attached hereto as Exhibit A and Exhibit B, respectively, to be effective immediately prior to the vote of the holders of MIC Common Stock on the Merger and immediately prior to the Effective Time, respectively.
Charter Amendments means the amendment of the Company's Certificate ------------------ of Incorporation, substantially in the form attached to the Recapitalization Agreement as Exhibit G."
Charter Amendments mean the amendment to Monaker’s Articles of Incorporation to (a) allow for a reverse stock split of the Monaker Common Stock in a rate of between 1:6 and 1:9, (or such other ratio as may be approved by the Company and the Principal Stockholder (as such term is defined in the HotPlay Share Exchange Agreement), in the discretion of the Board of Directors of Monaker; (b) affect a name change to “Nextplay Technologies, Inc.” (or such other name as Monaker and the Principal Stockholder may agree to), and (c) to affect such other amendments as Monaker and the Axion Creditors may determine necessary or warranted.
Charter Amendments shall have the meaning set forth in Section 1.3.