Second Charter Amendment definition

Second Charter Amendment has the meaning set forth in the Recitals.
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Second Charter Amendment means the agreement for amendments to the Charter in relation to the Ship being operated as an FSRU to be entered into between the Borrower and the Charterer;
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Second Charter Amendment. “Second Filing,” “Settlement Agreement Documents,” “Stockholders Meeting,” “Subsequent Closing,” “Subsequent Closing Date” and “Subsequent Closing Purchase Price” thereto in proper alphabetical order, the definitions of which shall read as follows:
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Examples of Second Charter Amendment in a sentence

  • Notwithstanding the foregoing, prior to the filing of the Second Charter Amendment, the Company shall not be obligated to, nor shall, issue any shares of Common Stock upon any conversion of this Note in excess of the number of shares of Common Stock that are required to be reserved for conversions of the Notes and allocated to the Holder in accordance with Section 8.31 of the Financing Agreement (less any shares of Common Stock previously issued to the Holder upon conversions of the Notes).

  • The Company shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger PA in form and substance reasonably satisfactory to the Sponsor and the Company, that the Initial Charter Amendment and the Third Charter Amendment are permissible under the DGCL and the Initial Charter Amendment and the Second Charter Amendment shall have been filed with the Secretary of State of Delaware and shall be in full force and effect.

  • The Shareholders and Warrantholders hereby consent to and authorize, acknowledge and agree that the Company shall file the Second Charter Amendment prior to the Price Determination.

  • The Corporation shall effect the Stock Exchange subsequent to the effectiveness of the First Charter Amendment and prior to the filing of the Second Charter Amendment.

  • The Second Charter Amendment, including the filing and effectiveness thereof, is hereby validated and declared effective as of July 12, 2022.

  • For over a decade, the Company has issued shares to stockholders, financing sources, and employees and conducted business in reliance on the Amended Charter’s validity, including asking stockholders to vote on, and approve, the Second Charter Amendment.

  • The Company has treated the approval of the Charter Amendment as valid and has taken significant actions in reliance on the validity of the Charter Amendment, including announcing that the Charter Amendment Proposal was successful, filing the Amended Charter with the Delaware Secretary of State, issuing additional shares of common stock, asking stockholders to vote on the Second Charter Amendment, and filing the Second Charter Amendment with the Delaware Secretary of State.

  • The Second Charter Amendment shall be filed at the time of the Closing (as defined in Section 1.06 hereof) following the filing of the First Charter Amendment (as defined in Section 2.01 hereof) and the consummation of the Stock Exchange.

  • However, even if those 18,643,968 shares were removed from the count of shares voting in “favor” of Proposal No. 6 to adopt the Second Charter Amendment, Proposal No. 6 still would have received the affirmative vote of 80,905,694 shares – more than a majority of outstanding shares necessary for the proposal to pass.

  • At the time of the Closing and prior to the filing of the Second Charter Amendment, the Corporation shall file a Certificate of Amendment to Certificate of Incorporation (substantially in the form of Exhibit A attached hereto) with the Secretary of State of Delaware (the "First Charter Amendment"), which shall become effective in accordance with Section 242 of the GCL.


More Definitions of Second Charter Amendment

Second Charter Amendment shall have the meaning given such term in the Recitals to the First Amendment.
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Related to Second Charter Amendment

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

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

  • 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;

  • 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.

  • 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 Arrangement means the articles of arrangement of the Company in respect of the Arrangement, required by the OBCA to be sent to the Director after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.

  • Company Charter means the certificate of incorporation of the Company, as amended.

  • 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.

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

  • Mortgage Amendment means an amendment to an Existing Mortgage or an amendment and restatement of an Existing Mortgage, in each case in form and substance reasonably acceptable to the Collateral Agent.

  • ESG Amendment has the meaning specified in Section 2.18.

  • 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;

  • Restated Articles means the Amended and Restated Memorandum and Articles of Association of the Company.

  • Company Charter Documents means the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement.

  • Plan of Arrangement means this plan of arrangement and any amendments or variations hereto made in accordance with the Arrangement Agreement and this Plan of Arrangement or upon the direction of the Court (with the prior written consent of the Company and the Purchaser, each acting reasonably) in the Final Order;

  • 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.

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

  • 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.

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

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

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

  • Charter Agreement means an agreement made in accordance with Section 53G-5-303 that authorizes the operation of a charter school.