Company Charter Amendment definition

Company Charter Amendment has the meaning set forth in Section 2.01(a).

Company Charter Amendment. “Company Charter Amendment” shall have the meaning set forth in Section 5.3(c) of the Agreement.

Company Charter Amendment means the amendment to the Company Charter, substantially in the form attached hereto as Exhibit I.

Examples of Company Charter Amendment in a sentence

• Subject to the terms and conditions of this Agreement, each of the Company and Acquiror shall take all action necessary, in accordance with applicable law and its charter and bylaws, to duly call, give notice of, convene and hold a meeting of its stockholders to consider and vote upon the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror).

• The stockholder vote required for the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror) shall be the vote required: (i) in the case of the Company, by the DGCL and the Company's Certificate of Incorporation; and (ii) in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation.

• The Boards of Directors of the Company and Acquiror shall recommend that their respective stockholders approve the Merger, this Agreement and the related Transactions (except the Company Charter Amendment, in the case of Acquiror) and such recommendation shall be contained in the Joint Proxy Statement/Prospectus.

• The affirmative vote of the holders of Company Capital Stock, or any of them, is not necessary to approve any Transaction Agreement or consummate any Transaction other than the Company Charter Amendment and the matters referred to in this Section 3.04(c).

• The Company shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Company Charter Amendment after the Company Board shall have determined in good faith, after consultation with outside counsel, that the failure to do so would be inconsistent with its obligations under applicable Law.

More Definitions of Company Charter Amendment

Company Charter Amendment has the meaning set forth in Section 2.01(a). "Company Class B Common Stock" means the Company's Class B Common Stock, par value $.01 per share. "Company Common Stock" means the Company's Common Stock, par value $.01 per share. "Company Consolidated Income Taxes" has the meaning set forth in Section 6.09(h)(iv). "Company Consolidated Income Tax Returns" has the meaning set forth in Section 6.09(h)(iii). "Company Employee Plan" means any Employee Plan that is or was sponsored or contributed to by the Company, Newco or any of their ERISA Affiliates covering the employees or former employees (or their beneficiaries or dependents) of the Company, Newco or any of their ERISA Affiliates. "Company Financial Statements" has the meaning set forth in Section 3.07. "Company Group" has the meaning set forth in Section 6.09(h)(v). "Company Option Plans" has the meaning set forth in Section 6.12. "Company Preferred Stock" has the meaning set forth in Section 3.05(a). "Company's SEC Reports" has the meaning set forth in Section 3.06. "Company Stock" means, collectively, the Company Common Stock and the Company Class B Common Stock. "Company 10-K" has the meaning set forth in Section 3.07. "Company 10-Q" has the meaning set forth in Section 3.07. "Confidentiality Agreement" has the meaning set forth in Section 6.05. "Contract" means any contract, agreement or understanding. I-52

Company Charter Amendment means an amendment to the Company’s amended and restated articles of incorporation setting forth liquidation provisions that are consistent with the provisions of this Agreement that relate to valuation of the Parent Common Stock component of the Merger Consideration, if any, and the other provisions relating to distribution of the Merger Consideration that are set forth in this Agreement.

Company Charter Amendment has the meaning specified in Section 5.06(a)(i).

Company Charter Amendment means the amendment to the Certificate of Incorporation in substantially the form attached hereto as Exhibit G. “Company Closing Statement” has the meaning assigned to it in Section 2.10(a).

Company Charter Amendment shall have the meaning set forth in Section 7.1(x).

Company Charter Amendment means the proposed amendment to amend the Company Charter to eliminate Section 5.3.3 of the Company Charter and to make such section inapplicable for the year ending December 31, 2009 and for any subsequent year prior to, or including, the year in which the Merger is consummated.

Company Charter Amendment has the meaning set forth in Section 3.01(b).