Governance Amendments definition

Governance Amendments means (i) an amendment to the Neiman Marcus Certificate of Incorporation establishing a range for the number of directors on the Neiman Marcus Board of Directors from six to nine, the actual number to be determined exclusively by resolution of the Neiman Marcus Board of Directors, and a provision that prohibits the alteration or repeal of this provision without the vote of 662/3% of the total voting power of the outstanding shares of Neiman Marcus voting stock voting together as a single class and (ii) an amendment to the Neiman Marcus Certificate of Incorporation providing for a requirement that the approval of 662/3% of the total voting power of the outstanding shares of Neiman Marcus is necessary to approve any merger or consolidation, any sale, lease, exchange or other disposition of all or substantially all of Neiman Marcus' assets and unless approved by two-thirds of the Neiman Marcus Board of Directors, any issuance of voting securities of Neiman Marcus that would require stockholder approval.
Sample 1
Governance Amendments means the amendments to the share capital of the Company, the amendment of the Articles (by adopting the New Articles) and the changes to the management of the Company as contemplated by Clauses 4.1, 4.2 and 7.2, respectively;
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Governance Amendments shall have the meaning set forth in the Recapitalization Agreement.
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Examples of Governance Amendments in a sentence

  • The Company shall not propose to its stockholders the adoption of any of the Governance Amendments as independent amendments to the Company's Restated Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger.

  • See the risk factor in bold under Ordinary Resolution Amendments – Governance Amendments – Background.

  • The parties shall cooperate and consult together to the extent necessary in seeking the Governance Clearances and shall use their respective reasonable endeavours to ensure that the Governance Clearances are obtained and/or made so as to enable the Governance Amendments to be implemented as soon as reasonably practicable following the date of this Agreement.

  • The execution, delivery and performance by C-W of this Agreement and the Recapitalization Agreement and the consummation by C-W of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of C-W, other than the adoption of the Recapitalization Agreement and the approval of each of the Governance Amendments by the stockholders of C-W.

  • BCE and its subsidiaries, as applicable, have the requisite power and authority to execute and deliver this Agreement, the Registration Rights Agreement and the Governance Amendments, as applicable, and to consummate the transactions contemplated hereby.

  • The execution, delivery and performance by Cognizant of this Agreement and the consummation by Cognizant of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Cognizant other than the adoption by IMS Health of the Governance Amendments.

  • As promptly as practicable after the date hereof, Cognizant shall notify all Cognizant stockholders who have not consented in writing to the adoption and approval of the Governance Amendments, and who, if such action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date of the delivery of such written consent, of such adoption and approval.

  • Cognizant shall mail the Information Statement to its stockholders as promptly as practicable after it is cleared by the SEC so that the Governance Amendments may become effective on the Distribution Date, provided that the effectiveness of the Governance Amendments shall not be a condition to the expiration or consummation of the Exchange Offer by IMS Health.

  • The execution, delivery and performance by IMS Health of this Agreement and the consummation by IMS Health of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of IMS Health, other than the adoption by IMS Health of the Governance Amendments.

  • This Agreement, the Registration Rights Agreement and the Governance Amendments have been duly and validly executed and delivered by BCE and its subsidiaries, as applicable, and, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes the valid and binding obligations of such of BCE and its subsidiaries as are parties thereto, enforceable against them in accordance with its terms.


More Definitions of Governance Amendments

Governance Amendments shall have the meaning ascribed to it in the Recitals.
Sample 1
Governance Amendments means the amendments to the amended and restated certificate of incorporation of Cognizant attached hereto as Exhibit B.
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Related to Governance Amendments

  • Governance Agreement has the meaning set forth in the Recitals.

  • Benchmark Amendments has the meaning given to it in Condition 5.2(f)(iv); "Benchmark Event" means:

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

  • Permitted Amendments has the meaning specified in Section 10.01.

  • Governance Term Sheet means the Governance Term Sheet attached as Exhibit F to the Restructuring Support Agreement.

  • Governance “Governing” and “Governed” have meanings correlative thereto.

  • 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.

  • New Corporate Governance Documents means such certificates or articles of incorporation, bylaws, or such other applicable formation documents of some or all of the Reorganized Debtors, which form shall be consistent with the terms of the Plan and shall be included in the Plan Supplement.

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

  • 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, the Series Mortgage LIBOR Hedge Agreement, the Series Currency A2b Hedge Agreement, the Series Currency Bb Hedge Agreement, the Series Currency Cb Hedge Agreement and the Series Currency Db 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 22,900,000 Class Db Notes due March 2039

  • ESG Amendment has the meaning specified in Section 2.18.

  • Major Amendment means any change which is not a minor amendment.

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

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

  • Permitted Policy Amendment is an amendment, modification, termination or restatement of the Investment Policies, that is either (a) approved in writing by the Administrative Agent (with the consent of the Required Lenders), (b) required by applicable law or Governmental Authority, or (c) not material.

  • 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.

  • Amended Articles means the amended articles of JMB, reflecting the alterations to the Original Articles as provided for in the Plan, substantially in the form attached as Schedule “A” to the Plan;

  • Governance Rights means all of a Member's rights as a member of the LLC other than Financial Rights.

  • Electronic Tracking Agreement means an Electronic Tracking Agreement among Buyer, Seller, MERS and MERSCORP, Inc., to the extent applicable as the same may be amended from time to time.

  • Existing LLC Agreement is defined in the recitals to this Agreement.

  • 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.