Series B Articles of Amendment definition

Series B Articles of Amendment means the Articles of Amendment to the Amended and Restated Articles of Incorporation of the Corporation setting forth the resolution of the Board creating and authorizing the issuance of the Series B Preferred Stock and filed with the Colorado Secretary of State pursuant to the Colorado Business Corporation Act or any successor provisions of the Corporation's Articles of Incorporation, as the same may have been amended prior to or concurrently with the Closing Time and thereafter may be amended.
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Series B Articles of Amendment means the Articles of Amendment filed by the Company and accepted for record by the State of Florida Department of State designating the Series B Preferred Shares, substantially in the form of Exhibit C to the Purchase Agreement.
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Series B Articles of Amendment means the articles of amendment of Series B Shares.
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Examples of Series B Articles of Amendment in a sentence

  • Notwithstanding any other provision of these Series B Articles of Amendment, no Series B Share required to be redeemed or delivered for redemption pursuant to this Section 6.3 shall cease to be, or shall be deemed to cease to be, outstanding for any purpose unless or until the applicable Redemption Price therefor is actually paid in cash to the holder thereof or deposited with the Redemption Agent as provided in Section 6.7.

  • The Corporation may terminate this Agreement at any time by written notice thereof delivered, together with a copy of the resolution of the Board authorizing such termination and certified by the Secretary of the Corporation, by registered mail to the Custodian.

  • No Sale of the Company (as defined in Exhibit B), no Reorganization Event (as defined in Exhibit B), no Change of Control (as defined in Exhibit B) and no action or event shall have been taken or shall have occurred which has or would result in any adjustment under Section 10 of the Series B Articles of Amendment or Article III of the Warrant Agreement.

  • In addition, in the event that the holders of the Series B Shares shall have the right to elect Majority Directors pursuant to Section 11(b) of the Series B Articles of Amendment and such right is terminated by operation of the last sentence of such Section 11(b), the Investors shall use best efforts to cause any additional directors elected pursuant to such Section 11(b) to be removed as promptly as practicable.

  • Each of the Series B Articles of Amendment, ---------- the Investor Rights Agreement and the Warrant Agreement shall have been executed and delivered and shall be in full force and effect in substantially the forms attached hereto, and the Series B Articles of Amendment shall have been duly filed with and recorded by the Secretary of State of the State of Colorado; and the Company shall have furnished to the Purchaser evidence satisfactory to the Purchaser of such filing.

  • The Series B Articles of Amendment may be amended from time to time by the Board with the affirmative vote at a meeting duly called and held or written consent of the Majority Holders, unless a greater vote or consent is required under Colorado law, in which event such greater vote or consent requirement shall apply.

  • Each of the Series B Articles of Amendment, Voting Share Articles of Amendment and Series C Articles of Amendment shall have been duly filed with the State of Florida Department of State, substantially in the forms attached hereto as Exhibits C, D and E hereto.

  • Such amounts shall be paid in cash or, at the Investor's option such amounts may be convertible into Common Stock at the "Conversion Price" for the Series B Shares, as defined in the Series B Articles of Amendment.

  • No Sale of the Company (as ------------------------- defined in Exhibit B), no Reorganization Event (as defined in Exhibit B), --------- --------- no Change of Control (as defined in Exhibit B) and no action or event shall --------- have been taken or shall have occurred which has or would result in any adjustment under Section 10 of the Series B Articles of Amendment or Article III of the Warrant Agreement.

  • There shall be an Operating Committee to consist of five directors, two of whom shall be Series B Directors (as that term is defined in the Series B Articles of Amendment) and one of whom shall be the director designated by Sandler Capital Partners IV, L.P. pursuant to the terms of the Investor Rights Agreement dated April 18, 2000 between the corporation and certain investors.

Related to Series B Articles of Amendment

  • 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.

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

  • 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.

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

  • 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.

  • 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.

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

  • 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.

  • 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.

  • 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.

  • 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 Certificate 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;

  • Certificate of Designation means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary of State of Delaware, in the form of Exhibit A attached hereto.

  • 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.

  • 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.

  • Articles of Amalgamation means the articles of amalgamation giving effect to the Amalgamation required under the OBCA to be filed with the Director;

  • Certificate of Determination means the Certificate of Determination 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.

  • Articles of Agreement means the Articles of Agreement of the Bank.

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

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Conversion Plan shall have the meaning given to such term in Section 2.05 of this Agreement.

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

  • Series B Preferred means the Company's Series B Preferred Stock, par value $0.01 per share.

  • Conversion Agreement shall have the meaning set forth in the Recitals.