Voting Agreement Amendment definition

Voting Agreement Amendment means that certain Voting Agreement Amendment, dated as of the Closing Date, by and among the Company, the Purchaser, PSSMF and Alkest, substantially in the form of Exhibit E, as the same may be amended, modified or supplemented from time to time.
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Voting Agreement Amendment has the meaning set forth in Section 2.14(b)(xi).
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Voting Agreement Amendment means that certain Voting Agreement Amendment, dated as of the Closing Date, by and among the Company, the Purchaser, PSSMF and Alkest, substantially in the form of Exhibit E, as the same may be amended, modified or supplemented from time to time. Exhibit A WOLVERINE TUBE, INC. CERTIFICATE OF DESIGNATIONS OF Series B Convertible PREFERRED STOCK (Pursuant to Section 151 of the Delaware General Corporation Law) Wolverine Tube, Inc., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) does hereby certify that, in accordance with Section 141(b) of the DGCL, the following resolution was duly adopted by the Board of Directors of the Corporation as of March 7, 2008: RESOLVED, that the Board of Directors (the “Board”) of the Corporation pursuant to authority expressly vested in it by the provisions of the Restated Certificate of Incorporation of the Corporation, hereby authorizes the issuance of a series of preferred stock designated as the Series B Convertible Preferred Stock, par value $1.00 per share, of the Corporation and hereby fixes the designation, number of shares, powers, preferences, rights, qualifications, limitations and restrictions thereof (in addition to any provisions set forth in the Restated Certificate of Incorporation of the Corporation which are applicable to the Preferred Stock of all classes and series) as follows: Series B Convertible PREFERRED STOCK DESIGNATION, AMOUNT AND PAR VALUE. THERE IS HEREBY DESIGNATED A SERIES OF THE CORPORATION’S PREFERRED STOCK AS SERIES B CONVERTIBLE PREFERRED STOCK (THE “SERIES B PREFERRED STOCK”), AND THE NUMBER OF SHARES SO DESIGNATED SHALL BE 25,000. EACH SHARE OF SERIES B PREFERRED STOCK SHALL HAVE A PAR VALUE OF $1.00 PER SHARE. THE “STATED VALUE” FOR EACH SHARE OF SERIES B PREFERRED STOCK SHALL EQUAL $1,000.00.
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Examples of Voting Agreement Amendment in a sentence

  • Each capitalized term used but not defined in this Voting Agreement Amendment shall have the meaning assigned to such term in the Voting Agreement.

  • This Voting Agreement Amendment shall form a part of the Voting Agreement for all purposes, and each party hereto and thereto shall be bound hereby.

  • This Voting Agreement Amendment shall be deemed to be in full force and effect from and after the execution of this Voting Agreement Amendment by the parties hereto.

  • Each of Parent and MergerCo has the requisite corporate power and authority to execute and deliver this Amendment, the Voting Agreement Amendment and the Loan Agreement Amendment and enter into and perform its obligations hereunder and thereunder.

  • The undersigned meet each of the XXX Amendment Threshold, the ROFR Agreement Amendment Threshold and the Voting Agreement Amendment Threshold.

  • Stockholder hereby agrees and acknowledges that the Proxy shall remain in full force and effect notwithstanding (and following) the execution and delivery of this Voting Agreement Amendment.

  • Parent and Stockholder have caused this Voting Agreement Amendment to be executed as of the date first written above.

  • Except as otherwise expressly provided in this Voting Agreement Amendment, all of the terms and conditions of the Voting Agreement remain unchanged and continue in full force and effect.

  • This Amendment, the Voting Agreement Amendment and the Loan Agreement Amendment have each been duly and validly executed and delivered by the Company and, assuming in the case of this Amendment, due and valid authorization, execution and delivery thereof by Parent and MergerCo, each constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms.

  • Subject only to the approval of the Merger Agreement by the holders of two-thirds of the outstanding shares of Company Common Stock, the execution by the Company of this Amendment, the Voting Agreement Amendment and the Loan Agreement Amendment has been duly authorized by all requisite corporate action on the part of the Company.


More Definitions of Voting Agreement Amendment

Voting Agreement Amendment means the Second Amendment Agreement to the Fourth Amended and Restated Voting Agreement dated as of the Closing Date in substantially the form attached hereto as Exhibit D.
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Related to Voting Agreement Amendment

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

  • Voting Agreements has the meaning set forth in the Recitals.

  • Consent Agreement means this Consent Agreement, duly signed and concluded between the Commission and the Respondent, as contemplated in section 40(1) of the Act.

  • Amendment Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Waiver Agreement means an agreement between

  • Reaffirmation Agreement means the Reaffirmation Agreement dated as of the Closing Date by the Borrower and the Guarantors to the Administrative Agent for the benefit of the Secured Parties.

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

  • Standstill Agreement shall have the meaning set forth in Section 6.03.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Parent Agreement has the meaning given to it in Clause 12;

  • Assignment/Amendment We reserve the right to change this Service Agreement (including the price or to charge an additional fee) and to delegate any of Our obligations at Our sole discretion provided We give You thirty (30) days’ prior written notice of the changes. The changes will become effective thirty (30) days after We send You the notice. If You do not like the changes, You may cancel this Service Agreement. You may not change this Service Agreement or delegate any of Your obligations. Should certain terms or conditions in this Service Agreement be held to be invalid or unenforceable, the remainder of the terms and conditions in this Service Agreement shall remain valid. Transfer: This Service Agreement is not transferable by You. Responsibility for benefits owed to You: This is not an insurance policy; it is a Service Agreement. HomeServe will serve as Your point-of-contact for all questions or concerns. Our obligations under this Service Agreement are insured under a service contract reimbursement insurance policy. If We fail to pay or to deliver service on a claim within sixty (60) days after proof of loss has been filed, or in the event You cancel this Service Agreement and We fail to issue any applicable refund within sixty (60) days after cancellation, You are entitled to make a claim against the insurer, Virginia Surety Company, Inc., 000 Xxxx Xxxxxxx Xxxx., 11th Floor, Chicago, IL 60604, 0-000-000-0000. Our Liability: To the extent permitted by applicable law, (1) You agree that We and HomeServe, and both of our parents, successors, affiliates, approved technicians and our and their officers, directors, employees, affiliates, agents and contractors shall not be liable to You or anyone else for: (a) any actual losses or direct damages that exceed the lowest applicable per covered repair benefit limit set out above; or (b) any amount of any form of indirect, special, punitive, incidental or consequential losses or damages, including those caused by any fault, failure, delay or defect in providing services under this Service Agreement, and (2) these limitations and waivers shall apply to all claims and all liabilities and shall survive the cancellation or expiration of this Service Agreement. You may have other rights that vary from state to state. Arbitration: YOU, NAW AND HOMESERVE ALL AGREE TO RESOLVE DISPUTES ONLY BY FINAL AND BINDING ARBITRATION OR IN SMALL CLAIMS COURT as follows:

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

  • Restatement Agreement means the Restatement Agreement to the Existing Credit Agreement, dated as of July 17, 2015, by and among the Borrower, the other Loan Parties, the Administrative Agent, the Lenders party thereto and the other parties thereto.

  • 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.

  • Arrangement Agreement means the arrangement agreement dated as of April 18, 2019 between the Purchaser and the Company, including the schedules and exhibits thereto, providing for, among other things, the Arrangement, as the same may be amended, supplemented or restated.

  • Amendment and Restatement Agreement means the Amendment and Restatement Agreement, dated as of January 29, 2016, among the Borrowers, the Lenders party thereto and the Administrative Agent.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

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

  • Joinder Agreements means for each Subsidiary, a completed and executed Joinder Agreement in substantially the form attached hereto as Exhibit G.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • ESG Amendment has the meaning specified in Section 2.18.

  • Put Option Agreement has the meaning set forth in the recitals.

  • Amending Agreement means the Agreement of which a copy is set out in the Third Schedule to the Iron Ore (Hamersley Range) Agreement Xxx 0000 (which Agreement was approved by the Iron Ore (Hamersley Range) Agreement Act Amendment Act 1968);

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