Certain Corporate Actions Clause Samples

Certain Corporate Actions. Each Shareholder agrees to take all actions necessary to effect the transactions set forth in, or contemplated by, the Principal Agreements, including, but not limited to, voting (or causing to be voted) all of such Shareholder's respective Voting Securities at any meeting of shareholders (in person or by ballot) in favor of any action to effect the foregoing, and each Shareholder further agrees to waive any rights under Articles 30 and 75 of the Federal Law "On Joint Stock Companies" dated December 26, 1996, as amended, or similar rights under Russian Laws.

Certain Corporate Actions. The Warrant Agreement is hereby ------------------------- amended by deleting subsection 10(f) in its entirety and substituting therefor a new subsection 10(f) to read as follows:

Certain Corporate Actions. Except as expressly permitted by this Agreement, the Borrower will not, nor will the Borrower permit any of its Subsidiaries to, enter into any transaction (other than the Borrower's initial public offering, the merger of Journal Register LLC with and into the Borrower, the Management Bonus Plan or the Stock Incentive Plan) or take any action that would result in an "ownership change" of the Borrower or any Subsidiary as described in Section 382 of the Code.

Certain Corporate Actions. So long as Purchaser or any of its Affiliates collectively holds at least a majority of the outstanding shares of Series B Preferred Stock issued to it pursuant to the Purchase Agreement, the Company shall not, without the approval of Purchaser, effect any of the following acts or transactions: (i) any change in the rights, preferences or privileges of the shares of Series B Preferred Stock in a manner that adversely affects the special rights, powers and preferences of the Series B Preferred Stock; (ii) create any new class or series of shares of the Company’s capital stock having rights, preferences or privileges with respect to dividends or payments upon liquidation senior to or on parity unless the same ranks junior to or pari passu with the Series B Preferred Stock; (iii) pay dividends or distributions in respect of or redeeming the Company’s common stock or any other securities that are junior to, or pari passu with, the Series B Preferred Stock; (iv) amend, modify, or repeal of any provision of the Company certificate of incorporation or bylaws in a manner that adversely affects the rights, preferences, or privileges of the Series B Preferred Stock; or (v) paying dividends or distributions in respect of or redeem the Company’s common stock or any other junior securities.

Certain Corporate Actions. If the Stockholders of more than 66 2/3% of the Company's equity securities, including the Series A Preferred Stock and Series B Preferred Stock as if converted, but not including outstanding options and warrants desire to sell all of their shares to a purchaser who wishes to purchase all of the Company's outstanding shares at a price in excess of $3.00 per share, subject to adjustment for stock dividends, stock splits, or similar events, then such Stockholders shall have the right, upon twenty (20) days prior written notice, to require the other Stockholders of the Company to sell, and the purchaser shall purchase, all of their shares on the same terms and conditions.

Certain Corporate Actions. 7 Section 5.1 Certain Corporate Actions...................................7 ARTICLE VI MISCELLANEOUS............................................................8

Certain Corporate Actions. 16 5.2.8 Prospectus................................................. 16 5.3 Deliveries by the Shareholders at the Closing...................... 16 5.3.1 Closing Certificates....................................... 16 5.3.2

Certain Corporate Actions. Each of the parties shall use their reasonable best efforts to take any and all action to meet each of the conditions to closing set forth in Article V and VI hereunder, as applicable, and to keep each of their respective representations and warranties hereunder true, complete and correct from the date hereof through the Closing Date.

Certain Corporate Actions. All necessary director and stockholder resolutions, waivers and consents required to consummate the transactions contemplated hereunder shall have been executed and delivered in form and substance satisfactory to Playa and its counsel.