Common use of CHARTER AND BY Clause in Contracts

CHARTER AND BY. Laws Amendments; Written Consent. Until the ----------------------------------------------- Termination Date, the Company shall not, and shall not permit any of its subsidiaries to, and no officer, employee or other agent of the Company or any of its subsidiaries shall have the authority, in the name or on behalf of the Company or any of its subsidiaries, to, without the prior written consent of the Family Shareholders, (a) amend or restate the Company's certificate of incorporation or by-laws in any respect that would materially and adversely affect the Family Shareholders or their Permitted Transferees differently from any other holders of the Company's common stock or to provide for action by shareholders by written consent without a meeting, or (b) by amendment to the Company's certificate of incorporation or by-laws or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants or agreements to be performed under this agreement by the Company.

Appears in 2 contracts

Sources: Shareholder Agreement (Schein Pharmaceutical Inc), Shareholder Agreement (Schein Pharmaceutical Inc)