Adoption and Amendments Sample Clauses

Adoption and Amendments. 6.1 By-Laws may be adopted or amended at any regular or special meeting by a two-thirds (2/3) membership vote of the Board of Directors provided written notice has been submitted to the membership at the previous regular monthly meeting. Proposed amendments may themselves be amended by a majority vote of the Board of Directors at the meeting, provided such amendments do not alter the intent of the proposed amendment as originally submitted. Amendments shall become effective upon passage, unless the amendment stipulated the date it is to become effective. 6.2 A policy or procedure can be adopted at any regular or special meeting by a majority vote of the Board of Directors. Any policy or procedure can be waived by a two-thirds (2/3) membership vote of the Board of Directors.
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Adoption and Amendments. This constitution and any amendments or added By Laws shall be determined by a two-thirds majority vote of the membership. Any amendments to this constitution will be submitted in writing through the 341st Force Support Squadron Resource Management Flight chief for review by the Staff Judge Advocate and final approval by the Wing Commander. Amendments or added By Laws will become effective upon approval of the Wing Commander.
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Adoption and Amendments. Adoption of Agreement 6.1 This Agreement will be subject to the condition that it be approved by each of the Amalgamating Companies in the manner required by section 271(1) or 271(6) of the Act. Amendment 6.2 Following the adoption of this Agreement by the shareholders of each of the Amalgamating Companies, the Amalgamating Companies may, as authorized by resolution of their respective boards of directors, make any alteration or modification of this Agreement and every alteration and modification so effected will be binding on the parties.
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Adoption and Amendments. These By-laws may be altered, amended or repealed or new By-laws may be adopted by the Board; provided, however, that these By-Laws and any other By-laws amended or adopted by the Board may be amended, may be repealed, and new By-laws may be adopted, by the stockholders of the Corporation entitled to vote at the time for the election of directors.
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Adoption and Amendments. Subject to any limitation contained in any certificate of designation, these By-Laws may be amended or repealed and any new By-Laws may be adopted by the Board of Directors; provided that these By-Laws and any other By-Laws amended or adopted by the Board of Directors may be amended, may be reinstated, and new By-Laws may be adopted, by the stockholders of the Corporation entitled to vote at the time for the election of directors. EXHIBIT H [LETTERHEAD OF PETR▇▇ ▇▇▇C▇▇▇▇, ▇.L.P.] November 13, 1996 To each of the Investors who is a party to the Stock Purchase Agreement referred to below Gentlemen: We have acted as counsel to Park 'N View, Inc., a corporation organized and existing under the laws of Delaware (the "Company"), in connection with the sale of Series B 7% Cumulative Convertible Preferred Stock (the "Securities") pursuant to the Stock Purchase Agreement, dated as of November 13, 1996 (the "Stock Purchase Agreement"), by and among the Company and each of the investors who are parties thereto (the "Investors"). Capitalized terms used herein without definition have the meanings ascribed to them in the Stock Purchase Agreement. This opinion is being rendered pursuant to Section 5.17 of the Stock Purchase Agreement. In connection with this opinion, we have examined originals or copies of the following documents: 1. Stock Purchase Agreement and all schedules and exhibits thereto; 2. Securities Restriction Agreement, the Amended and Restated Securityholders' Agreement and Exchange Agreement and the Registration Rights Agreement (collectively, the "Ancillary Agreements"); 3. Certificate of Designation of Series B Stock of the Company filed with the Delaware Secretary of State on the date hereof; 4. Amended Certificate of Designation of Series A Stock of the Company filed with the Delaware Secretary of State on the date hereof; 5. Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on the date hereof; 6. Unanimous Written Consent of the Board of Directors of the Company, dated November 11, 1996, authorizing the execution, delivery and performance of the Stock Purchase Agreement and the Ancillary Agreements; the offer, issuance, sale and delivery of the Securities and all transactions relating thereto; the amendments to the Certificate of Incorporation and Bylaws of the Corporation; the filing of the Certificate of Designation of the Series B Stock; and the filing of the Amended Certificate of Designation of t...
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Adoption and Amendments. A. RATIFICATION REQUIRES A TWO-THIRDS VOTE OF THE RESIDENT FACULTY.
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Adoption and Amendments. These Articles of Incorporation/This Operating Agreement shall be adopted and may be amended by an affirmative vote of the majority of the Leelanau County Board of Commissioners and the Grand Traverse Board of Commissioners elect.
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Adoption and Amendments 
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Related to Adoption and Amendments

  • Modification and Amendments If a Fund shall determine that the coverage required by Rule 17g-1 for the Fund has changed, or that the amount of the total coverage allocated to the Fund should otherwise by modified, it shall so notify the other Funds and shall set forth the modification which it believes to be appropriate, and the proposed treatment of any increase in or return of premium paid to the insurance company. Within 60 days after such notice, the Funds shall seek the approvals required by Rule 17g-1, and if the approvals are obtained, shall effect an amendment to this Agreement and the bond. Any Fund may terminate this Agreement (except with respect to losses occurring prior to such withdrawal) by giving at least 60 days’ written notice to the other Funds and to the Commission before the effective date of such termination. The Fund terminating the Agreement shall thereafter be removed as a named insured under the bond in accordance with Rule 17g-1 and the Fund shall be entitled to receive a pro rata portion of any return of premium paid to the insurance company.

  • Alterations and Amendments This Agreement, applicable fees and service charges may be altered or amended by the Service from time to time. In such event, the Service shall provide notice to you. Any use of the Service after the Service provides you a notice of change will constitute your agreement to such change(s). Further, the Service may, from time to time, revise or update the applications, services, and/or related material, which may render all such prior versions obsolete. Consequently, the Service reserves the right to terminate this Agreement as to all such prior versions of the applications, services, and/or related material and limit access to only the Service's more recent revisions and updates. In addition, as part of the Service, you agree to receive all legally required notifications via electronic means.

  • Entirety and Amendments This Agreement embodies the entire agreement between the parties and supersedes all prior agreements and understandings relating to the Property. This Agreement may be amended or supplemented only by an instrument in writing executed by the party against whom enforcement is sought.

  • Supplements and Amendments (a) This Agreement may be amended by the Depositor and the Owner Trustee, and with prior written notice by the Depositor to the Rating Agencies, without the consent of any of the Indenture Trustee, the Noteholders or the Holding Trust Certificateholder, (i) to cure any ambiguity or to conform this Agreement to the Prospectus; provided, however, that the Owner Trustee and the Indenture Trustee will be entitled to receive and rely upon an Opinion of Counsel described in the penultimate paragraph of Section 10.1(b) in connection with such amendment or (ii) to correct or supplement any provisions in this Agreement, to comply with any changes in the Code or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that (A) such action shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or the Holding Trust Certificateholder, or (B) the Rating Agency Condition shall have been satisfied with respect to such amendment and the Servicer shall have notified the Indenture Trustee and the Owner Trustee in writing that the Rating Agency Condition has been satisfied with respect to such amendment. (b) This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice by the Depositor to the Rating Agencies, without the consent of the Indenture Trustee, and to the extent such amendment materially and adversely affects the interests of the Noteholders, with the consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holder of the Holding Trust Certificate (which consent of the Holder of the Holding Trust Certificate or a Note given pursuant to this Section or pursuant to any other provision of this Agreement shall be conclusive and binding on the Holder) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Holding Trust Certificateholder; provided, however, to the extent not otherwise permitted by Section 10.1(a), no such amendment shall (A) increase or reduce in any manner the amount or priority of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Noteholders or the Holding Trust Certificateholder or (B) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the percentage of Holding Trust Certificate required to consent to any such amendment, without the consent of the holders of all the outstanding Notes of each class affected thereby and the Holder of the Holding Trust Certificateholder. Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Holding Trust Certificateholder, the Indenture Trustee and the Depositor (who shall send such notification to each of the Rating Agencies). It shall not be necessary for the consent of the Holding Trust Certificateholder or the Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the Holding Trust Certificateholder provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Holding Trust Certificateholder shall be subject to such reasonable requirements as the Owner Trustee may prescribe. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent provided for in this Agreement, if any, to the execution and delivery of such amendment have been satisfied. The Owner Trustee may, but shall not be obligated to, execute any amendment to this Agreement or the Basic Documents which affects the Owner Trustee’s own rights, duties or immunities. No amendment pursuant to this Section 10.1 shall be effective which affects the rights, protections or duties of the Holding Trust Certificate Registrar or the Holding Trust Certificate Paying Agent without the prior written consent of such Person (which consent shall not be unreasonably withheld or delayed). The Depositor shall (i) obtain all such consents or (ii) certify that no such consent is required, upon which, in either case, the Owner Trustee may conclusively rely.

  • Modifications and Amendments The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.