Second Restated Certificate definition

Second Restated Certificate means the Second Amended and Restated Certificate of Incorporation of the Company which will be filed as of the Initial Closing, as defined in the Purchase Agreement.
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Second Restated Certificate means the Company’s Second Amended and Restated Certificate of Incorporation, as the same may be amended from time to time; and [(g)]III/[(h)]V “Trust Account” shall mean the trust account established for the benefit of the Public Stockholders into which a portion of the net proceeds of the Offering will be deposited.”
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Second Restated Certificate shall have the meaning set forth in the recitals hereto.
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Examples of Second Restated Certificate in a sentence

  • The Second Restated Certificate of Incorporation of Webster, as certified by the Secretary of Webster on the date hereof as then being complete, accurate and in effect.

  • Notwithstanding any other provision of this Agreement, the Officers of the Company shall not take or authorize any action constituting an Affiliate Party Transaction (as defined in the Amended and Second Restated Certificate of Incorporation of the Member) unless such Affiliate Party Transaction is approved by the Board of Directors of the Initial Member in accordance with the requirements of the Amended and Second Restated Certificate of Incorporation of the Initial Member.

  • Except as otherwise provided in this Second Restated Certificate of Incorporation, no vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the designation or issuance of any shares of any series of the Preferred Stock authorized by and complying with the conditions of this Second Restated Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation.

  • Except as otherwise provided for or fixed pursuant to the provisions of Article IV of this Second Restated Certificate of Incorporation relating to the rights of the holders of any series of Preferred Stock, special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, or the Board pursuant to a resolution adopted by the Board.

  • Except as otherwise provided by the DGCL or this Second Restated Certificate of Incorporation, the holders of record of Common Stock shall share ratably in all dividends payable in cash, stock or otherwise and other distributions, whether in respect of liquidation or dissolution (voluntary or involuntary) or otherwise.

  • The board may exercise all powers of the corporation and do all lawful acts and things except those which, by applicable law, or by the Second Restated Certificate of Incorporation, or these bylaws, are directed or required to be exercised or done by the stockholders.

  • Unless otherwise required by law or by the Second Restated Certificate of Incorporation of the Corporation, as amended and/or restated from time to time (the "Certificate of Incorporation"), special meetings of the stockholders, for any purpose or purposes, may be called by either (a) a resolution adopted by a majority of the Board of Directors, (b) the Chairman of the Board of Directors, if there be one, or (c) the President of the Corporation.

  • The Second Restated Certificate of Incorporation of the Company, as certified by the Secretary of Corporation on the date hereof as being complete, accurate and in effect.

  • This Second Restated Certificate of Incorporation amends and restates the Original Certificate of Incorporation.

  • The board of directors shall consist of such number as determined from time to time in the manner set forth in Article TWELFTH of the Second Restated Certificate of Incorporation.


More Definitions of Second Restated Certificate

Second Restated Certificate means the Second Amended and Restated Certificate of Incorporation approved by the Board of Directors of the Company on July 15, 2011.
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Related to Second Restated Certificate

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

  • 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.

  • Second Restatement Date means October 20, 2011.

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

  • Amended and Restated Bylaws means the Amended and Restated Bylaws of the Fund in effect at the time the Registration Statement relating to the Preferred Shares is declared effective by the Securities and Exchange Commission, specifying the powers, preferences and rights of the Preferred Shares.

  • Restricted Certificate Any Class P, Class X or Class R Certificate.

  • 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.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • 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.

  • Series A Certificate of Designation means the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 8% Series A Convertible Redeemable Preferred Stock and Qualifications, Limitations and Restrictions Thereof.

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

  • ERISA-Restricted Certificate As specified in the Preliminary Statement.

  • Series A Certificate of Designations means the Certificate of Designations with respect to the Series A Preferred Stock adopted by the Board of Directors and duly filed with the Secretary of State of the State of Delaware on or before the Payment Date substantially in the form attached hereto as Exhibit C.

  • Certificate of Limited Partnership means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware as referenced in Section 7.2, as such Certificate of Limited Partnership may be amended, supplemented or restated from time to time.

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

  • Certificate of deposit means an instrument containing an acknowledgment by a bank that a sum of money has been received by the bank and a promise by the bank to repay the sum of money. A certificate of deposit is a note of the bank.

  • Declaration of Trust means this Agreement and Declaration of Trust, as amended or restated from time to time;

  • Company Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company as amended and restated and as in effect as of the date hereof.

  • ERISA Restricted Certificates Any Class B-4, Class B-5 or Class B-6 Certificate.

  • Memorandum of Agreement means the agreement executed by and between FFA and the Institution in which these Conditions have been incorporated by reference;

  • Certificate of Continuing Program Compliance means the Certificate to be filed by the Owner with the Administrator, on behalf of the Issuer, and the Trustee pursuant to Section 4(f) hereof, which shall be substantially in the form attached as Exhibit C hereto or in such other comparable form as may be provided by the Issuer to the Owner, or as otherwise approved by the Issuer.

  • Articles Supplementary means the Articles Supplementary, as amended, of the Company, establishing the powers, preferences and rights of the AMPS filed on _____________ ___, 1999 with the State Department of Assessments and Taxation of Maryland.

  • Designation Agreement means, with respect to any Designated Subsidiary, an agreement in the form of Exhibit E hereto signed by such Designated Subsidiary and the Company.

  • Certificate of Designations means the Certificate of Designations or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

  • Subordinated Certificates As specified in the Preliminary Statement.