Amendments to Charter Sample Clauses
The "Amendments to Charter" clause defines the process and requirements for making changes to a company's charter or foundational governing document. Typically, this clause outlines who has the authority to propose amendments, such as the board of directors or shareholders, and specifies the level of approval needed—often a supermajority vote. By establishing clear procedures for modifying the charter, this clause ensures that significant changes to the company's structure or governance are made transparently and with appropriate consensus, thereby protecting the interests of stakeholders and maintaining organizational stability.
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Amendments to Charter. The Company shall not, and shall not permit any Subsidiary to, (a) amend or modify any term or provision of its certificate or articles of formation or bylaws (or similar organizational document) which is materially adverse to the Administrative Agent or the Lenders without the prior written consent of the Required Lenders or (b) issue any preferred stock or other preferred equity interest.
Amendments to Charter. The Company shall not amend its Articles of Incorporation without the approval, by vote or written consent, by the holders of at least a majority of the then outstanding shares of Preferred Stock, if such amendment would amend any of the rights, preferences, privileges of or limitations provided for herein for the benefit of any shares of Preferred Stock. Without limiting the generality of the preceding sentence, the Company shall not amend its Articles of Incorporation without the approval by the holders of at least a majority of the then outstanding shares of Preferred Stock if such amendment would:
(i) change the relative seniority rights of the holders of Preferred Stock as to the payment of dividends in relation to the holders of any other capital stock of the Company, or create any other class or series of capital stock entitled to seniority as to the payment of dividends in relation to the holders of Preferred Stock;
(ii) reduce the amount payable to the holders of Preferred Stock upon the voluntary or involuntary liquidation, dissolution or winding up of the Company, or change the relative seniority of the liquidation preferences of the holders of Preferred Stock to the rights upon liquidation of the holders of other capital stock of the Company, or change the dividend rights of the holders of Preferred Stock;
(iii) cancel or modify the conversion rights of the holders of Preferred Stock provided for in Section 5 herein;
(iv) cancel or modify the redemption rights of the holders of the Preferred Stock provided for in Section 7 herein; or
(v) cancel or modify the rights of the holders of the Preferred Stock provided for in this Section 8.
Amendments to Charter. The Company shall not amend its certificate of incorporation without the approval by the holders of at least a majority of the then outstanding shares of Series A Preferred Stock if such amendment would:
(i) change the relative seniority rights of the holders of Series A Preferred Stock as to the payment of dividends in relation to the holders of any other capital stock of the Company, or create any other class or series of capital stock entitled to seniority as to the payment of dividends in relation to the holders of Series A Preferred Stock;
(ii) reduce the amount payable to the holders of Series A Preferred Stock upon the voluntary or involuntary liquidation, dissolution or winding up of the Company, or change the relative seniority of the liquidation preferences of the holders of Series A Preferred Stock to the rights upon liquidation of the holders of other capital stock of the Company, or change the dividend rights of the holders of Series A Preferred Stock;
(iii) cancel or modify the conversion rights of the holders of Series A Preferred Stock provided for in Section 5 herein; or
(iv) cancel or modify the rights of the holders of the Series A Preferred Stock provided for in this Section 8.
Amendments to Charter. Changes to the Charter deemed to be material amendments may not be made without District consideration and approval. Amendments to the Charter considered to be material revisions include, but are not limited to, the following:
(a) Substantial changes to the educational program (including the addition or deletion of an educational program), mission, or vision;
(b) Changing to (or adding) a non-classroom-based program, if originally approved as a classroom-based program;
(c) Proposed changes in enrollment that differ by more than 10 percent +/- of the enrollment originally projected in the charter petition;
(d) Addition or deletion of grades or grade levels to be served;
(e) Location of facilities and/or new sites;
(f) Admission preferences; and
(g) Governance structure.
Amendments to Charter. Changes to the Charter deemed to be material amendments may not be made without District consideration and approval. Amendments to the Charter considered to be material changes include, but are not limited to, the following:
(a) Substantial changes to the educational program (including the addition or deletion of an educational program), mission, or vision;
(b) Changing to (or adding) a non-classroom-based program, if originally approved as a classroom-based program;
(c) Changes in enrollment that differ by more than 10 percent +/- of the enrollment originally projected in the charter petition for years one through four and 16 percent +/- for only year five specifically for the purposes of acquiring funds for the Proposition 51 Facilities Grant;
(d) Addition or deletion of grades or grade levels to be served;
(e) The addition of facilities and/or new sites not previously approved by the District
(f) Admission preferences;
(g) Changes to the governance structure, including but not limited to amendments to: • The Non-Profit’s articles of incorporation • The Non-Profit’s corporate bylaws; • The Non-Profit’s conflict of interest policy (and the Charter School Board’s conflict of interest policy, if different); and
(h) Name changes of the Charter School.
Amendments to Charter. The Company will not amend or modify its charter without the prior written consent of Holder.
Amendments to Charter. The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify its Charter, except as set forth therein and except as disclosed in the Registration Statement.
Amendments to Charter. All amendments to the Charter School charter shall require approval by the majority of both the Board of Juvenile Affairs (OJA) and approval of the Sponsor. The amendment shall be documented in writing and include minutes of the board meeting in which the amendment was approved.
Amendments to Charter. The Company covenants and agrees that it will not seek to amend or modify articles [170] through [174] of its amended and restated Memorandum and Articles of Association without holding a general meeting at which a quorum of 95% or more of its Ordinary Shares are present in person or by proxy, and at least 66 2/3% of the Ordinary Shares present in person or by proxy at such meeting approve an amendment thereto.
Amendments to Charter. 31 4.10 Interim Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 4.11 Full Access and Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 4.12 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 4.13