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 Warrantholders further acknowledge and agree that the execution of this Agreement satisfies the prior written consent requirements set forth in Section 7.02(k) of the Note and Warrant Purchase Agreement with respect to the First Charter Amendment and Second Charter Amendment.
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 approval of the Plan and all actions contemplated by the Plan (including the First Charter Amendment and the Second Charter Amendment) that require the approval of the Corporation's stockholders shall have been obtained in accordance with the GCL and the Corporation's Certificate of Incorporation.
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.
As a consequence of the Second Charter Amendment, the automatic conversion will occur only if the aggregate voting power of Mr. Dodge and his Controlled Entities and Mr. Thomas Stoner and his Controlled Entities falls below the applicable threshold.
The Board of Directors recommends that the stockholders vote FOR the approval and adoption of the Second Charter Amendment.
The Second Charter Amendment requires two approvals: (1) the approval of the holders of a majority of the Class A Common Stock, voting as a separate class, since it affects them adversely, and (2) the approval of the holders of not less than 66 2/3% of Class A Common Stock and Class B Common Stock, voting together as a single class.
The Board of Directors of ATC unanimously approved an amendment to the Restated Certificate (the "Second Charter Amendment") and found that it was advisable and in the best interests of the stockholders of ATC.