Common use of Governing Documents Clause in Contracts

Governing Documents. The Company shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to amend, their respective certificates of incorporation, bylaws or other governing instruments.

Appears in 7 contracts

Sources: Merger Agreement (Loeb Partners Corp), Merger Agreement (Oriole Homes Corp), Merger Agreement (BCT International Inc /)

Governing Documents. The Company shall not, and shall not permit any of its subsidiaries to, amend or propose to amend, nor shall it permit any amend its articles of its Subsidiaries to amend, their respective certificates of incorporation, bylaws incorporation or other governing instrumentsby-laws (or similar organizational documents).

Appears in 5 contracts

Sources: Merger Agreement (Graphic Industries Inc), Merger Agreement (International Business Machines Corp), Merger Agreement (Wallace Computer Services Inc)

Governing Documents. The Company shall not, and shall not permit any of the Subsidiaries to, amend or propose to amend, nor shall it permit any amend its certificate of its Subsidiaries to amend, their respective certificates of incorporation, incorporation or bylaws (or other governing instrumentssimilar organizational documents).

Appears in 4 contracts

Sources: Merger Agreement (Rgi Holdings Inc), Merger Agreement (Railamerica Inc /De), Merger Agreement (Railtex Inc)

Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, amend or propose to amendamend its certificate of incorporation or its by-laws (or similar organizational documents) or alter through merger, their respective certificates liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of incorporation, bylaws or other governing instrumentsany of its Subsidiaries.

Appears in 4 contracts

Sources: Merger Agreement (Times Mirror Co /New/), Merger Agreement (Stinehart William Jr), Merger Agreement (Stinehart William Jr)

Governing Documents. The Company shall not amend or propose to amendamend the Company Charter or Company Bylaws, nor and shall it permit any cause each of its Subsidiaries not to amend, their respective certificates amend or propose to amend its certificate of incorporation, incorporation or bylaws or other governing instruments.similar organizational or governance documents;

Appears in 4 contracts

Sources: Merger Agreement, Merger Agreement (CommerceHub, Inc.), Merger Agreement (Lions Gate Entertainment Corp /Cn/)

Governing Documents. The Company shall not, and shall not -------------------- permit any of its subsidiaries to, amend or propose to amend, nor shall it permit any amend its certificate of its Subsidiaries to amend, their respective certificates of incorporation, bylaws incorporation or other governing instrumentsby-laws (or similar organizational documents).

Appears in 3 contracts

Sources: Merger Agreement (Curtis Helene Industries Inc /De/), Merger Agreement (Curtis Helene Industries Inc /De/), Agreement and Plan of Merger (Conopco Acquisition Co Inc)

Governing Documents. The Company shall not amend or propose to amend, nor amend the Company Governance Instruments and shall it permit any cause each of its Subsidiaries not to amend, their amend or propose to amend its respective certificates certificate of incorporation, incorporation or bylaws or similar organizational or governing documents, other governing instrumentsthan in the case of any such Subsidiary, ministerial or administrative changes not adverse to the interests of Parent.

Appears in 3 contracts

Sources: Merger Agreement (Cco Holdings LLC), Merger Agreement (Liberty Broadband Corp), Merger Agreement (Charter Communications, Inc. /Mo/)

Governing Documents. The Company shall not, and shall not permit any of its subsidiaries to, amend or propose to amend, nor shall it permit amend its articles or certificate of incorporation or bylaws (or similar organizational documents) in any of its Subsidiaries way which would be adverse to amend, their respective certificates of incorporation, bylaws or other governing instrumentsPurchaser's rights under this Agreement.

Appears in 3 contracts

Sources: Agreement and Plan of Merger (Winsloew Furniture Inc), Merger Agreement (Winsloew Furniture Inc), Agreement and Plan of Merger (Winsloew Furniture Inc)

Governing Documents. The Company shall not amend or propose to amend, nor amend the Company Certificate of Incorporation or the Company Bylaws and shall it not permit any of its Subsidiaries to amend, their respective certificates amend or propose to amend its certificate of incorporation, incorporation or bylaws or other governing instrumentssimilar organizational documents, provided that the organizational documents of Subsidiaries may be amended in a way that is not material.

Appears in 3 contracts

Sources: Merger Agreement (Huntsman CORP), Merger Agreement (Lyondell Chemical Co), Agreement and Plan of Merger (AI Chemical Investments LLC)

Governing Documents. The Company shall not, and shall cause its Subsidiaries not to, amend or propose to amend, nor shall it permit amend the Company Certificate of Incorporation or the Company Bylaws or organizational documents of any of its Subsidiaries to amend, their respective certificates of incorporation, bylaws or other governing instrumentsthe Company’s Subsidiaries.

Appears in 2 contracts

Sources: Merger Agreement (Owens & Minor Inc/Va/), Agreement and Plan of Merger (Medical Action Industries Inc)

Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, make any change or amendment to amend, their respective certificates articles of incorporationorganization, bylaws or other governing instrumentssimilar organizational documents.

Appears in 2 contracts

Sources: Merger Agreement (Nashua Corp), Merger Agreement (Nashua Corp)

Governing Documents. The Company shall not amend or propose to amend, nor shall it permit any of its Subsidiaries subsidiaries to amend, their respective certificates of incorporation, bylaws by-laws or other governing instruments.

Appears in 2 contracts

Sources: Merger Agreement (Taco Cabana Inc), Merger Agreement (Carrols Corp)

Governing Documents. The Company shall not amend or propose to amendnot, nor shall it cause or permit any of the Company Subsidiaries to, amend its Subsidiaries to amend, their respective certificates Articles or Certificate of incorporation, bylaws Incorporation or other governing instrumentsBylaws.

Appears in 2 contracts

Sources: Agreement and Plan of Reorganization (Upgrade International Corp /Fl/), Agreement and Plan of Reorganization (Pathways Group Inc)

Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, make any change or amendment to amend, their respective certificates articles of incorporation, bylaws or other governing instrumentssimilar organizational materials.

Appears in 2 contracts

Sources: Merger Agreement (Journal Media Group, Inc.), Merger Agreement (Gannett Co., Inc.)

Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, make any change or amendment to amend, their respective certificates certificate of incorporationformation, bylaws operating agreement or other governing instrumentscomparable organizational documents with different names.

Appears in 2 contracts

Sources: Merger Agreement (Ani Pharmaceuticals Inc), Merger Agreement (Ani Pharmaceuticals Inc)

Governing Documents. The Company shall not amend or propose to amendamend its Second Amended and Restated Certificate of Incorporation or Fourth Amended and Restated Bylaws, nor shall it permit any of its Subsidiaries to amend, their respective certificates amend or propose to amend its charter or bylaws in any manner that would hinder the consummation of incorporation, bylaws or other governing instrumentsthe transactions contemplated by this Agreement.

Appears in 2 contracts

Sources: Merger Agreement (Forest Oil Corp), Merger Agreement (Mariner Energy Inc)

Governing Documents. The Company shall not amend or propose to amendamend the Company Articles or Company Bylaws, nor and shall it permit any cause each of its Subsidiaries not to amend, their respective certificates amend or propose to amend its certificate of incorporation, incorporation or bylaws or other governing instrumentssimilar organizational or governance documents.

Appears in 2 contracts

Sources: Merger Agreement (Finish Line Inc /In/), Merger Agreement

Governing Documents. The Company shall not amend or propose to amendamend the Company Charter or Company Bylaws, nor and shall it permit any cause each of its Subsidiaries not to amend, their amend or propose to amend its respective certificates certificate of incorporation, incorporation or bylaws or other governing instrumentssimilar organizational or governance documents.

Appears in 2 contracts

Sources: Merger Agreement (Liberty Interactive Corp), Merger Agreement (HSN, Inc.)

Governing Documents. The Company shall not amend or propose to amend, nor amend the Company Charter or Company Bylaws and shall it permit any cause each of its Subsidiaries not to amend, their amend or propose to amend its respective certificates certificate of incorporation, incorporation or bylaws or other similar organizational or governing instrumentsdocuments.

Appears in 2 contracts

Sources: Merger Agreement (Liberty Expedia Holdings, Inc.), Merger Agreement (Expedia Group, Inc.)

Governing Documents. The Company shall not amend or propose to amendnot, nor shall it permit ------------------- any of its Subsidiaries to, amend or propose to amend, their respective certificates amend its certificate of incorporation, incorporation or bylaws (or other governing instrumentsorganizational documents).

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Banctec Inc), Merger Agreement (Banctec Inc)

Governing Documents. The Company shall not (i) amend or propose to amendamend the Company Certificate of Incorporation, nor shall it the Company Bylaws or other similar organizational documents, and (ii) permit any of its Subsidiaries to amend, their respective certificates amend or propose to amend its certificate of incorporation, bylaws or other governing instrumentssimilar organizational documents.

Appears in 2 contracts

Sources: Merger Agreement (Energy Xxi (Bermuda) LTD), Merger Agreement (Epl Oil & Gas, Inc.)

Governing Documents. The Company shall not amend or propose to amendamend the Company Charter, nor shall it permit the Bylaws or the Charter Documents of any of its Subsidiaries to amend, their respective certificates of incorporation, bylaws or other governing instrumentsthe Subsidiaries.

Appears in 2 contracts

Sources: Merger Agreement (Occupational Health & Rehabilitation Inc), Merger Agreement (Concentra Operating Corp)

Governing Documents. The Company shall not amend or propose to amend, nor amend the Company Certificate of Formation or the Company LLC Agreement and shall it not permit any of its Subsidiaries to amend, their respective certificates amend or propose to amend its certificate of incorporation, incorporation or bylaws or other governing instrumentssimilar or Organizational Documents.

Appears in 2 contracts

Sources: Merger Agreement (Nexeo Solutions Holdings, LLC), Merger Agreement (WL Ross Holding Corp.)

Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, make any change or amendment to amend, their respective certificates articles of incorporation, bylaws or other governing instrumentssimilar organizational documents.

Appears in 2 contracts

Sources: Merger Agreement (Cenveo, Inc), Merger Agreement (Cadmus Communications Corp/New)

Governing Documents. The Company shall not amend or propose to amendamend its Articles of Incorporation or Bylaws or terms of its capital stock, nor and shall it not permit any of its Subsidiaries to amend, their amend or propose to amend its respective certificates formation and organizational documents or terms of incorporation, bylaws or other governing instrumentsits capital stock.

Appears in 1 contract

Sources: Merger Agreement (Haggar Corp)

Governing Documents. The Company shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to amend, their respective certificates of incorporation, bylaws by-laws or other governing instruments.. 14

Appears in 1 contract

Sources: Merger Agreement (Milestone Properties Inc)

Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries Company Subsidiary to, make any material change or amendment to amend, their respective certificates articles, articles of incorporation, bylaws or other governing instrumentssimilar organizational documents.

Appears in 1 contract

Sources: Arrangement Agreement (Nicholas Financial Inc)

Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, make any change or amendment to amend, their respective certificates articles of incorporation, bylaws or other governing instrumentscomparable organizational documents.

Appears in 1 contract

Sources: Merger Agreement (Assisted Living Concepts Inc)

Governing Documents. The Company shall not amend or propose to amendnot, nor shall it permit any of its Subsidiaries to amendto, amend their respective certificates Certificates of incorporationIncorporation, bylaws Bylaws or other governing instrumentscomparable organizational documents.

Appears in 1 contract

Sources: Merger Agreement (Aseco Corp)

Governing Documents. The Company shall not amend or propose to amend, nor shall it amend the Charter or its bylaws or permit any Company Subsidiary to amend its articles of its Subsidiaries to amend, their respective certificates of incorporation, incorporation or bylaws (or other governing instrumentscomparable charter or organizational documents).

Appears in 1 contract

Sources: Merger Agreement (Bedford Property Investors Inc/Md)

Governing Documents. The Company shall not amend or restate, or propose to amendamend or restate the Company Charter or Company Bylaws, nor and shall it permit any cause each Company Subsidiary not to amend or restate or propose to amend or restate its certificate of its Subsidiaries to amend, their respective certificates of incorporation, incorporation or bylaws or other governing instruments.similar organizational or governance documents;

Appears in 1 contract

Sources: Merger Agreement (Zimmer Biomet Holdings, Inc.)

Governing Documents. The Company shall not amend or propose to amendnot, nor shall it permit any of its Subsidiaries to amendto, their respective certificates or propose to, amend Company’s articles of incorporation, incorporation or bylaws or other governing instrumentsany equivalent organizational documents of the Subsidiaries of Company.

Appears in 1 contract

Sources: Merger Agreement (Meta Financial Group Inc)

Governing Documents. The Company shall not amend or propose to amend, nor shall it permit any of its Subsidiaries subsidiaries to amend, their respective certificates the articles of incorporationincorporation (or similar constitutive documents) or by-laws of the Company or any of its subsidiaries, bylaws or other governing instrumentsexcept as required by Section 3.01(n).

Appears in 1 contract

Sources: Merger Agreement (Ajk Enterprises Inc)

Governing Documents. The Company shall not amend or propose to amendnot, nor shall it cause or permit any of its Subsidiaries to amendto, their respective certificates amend its Articles or Certificate of incorporation, bylaws Incorporation or other governing instrumentsBylaws.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Visio Corp)

Governing Documents. The Company shall not amend or propose to amend, nor shall it permit any of its Subsidiaries subsidiaries to amend, their respective certificates the charter (or similar constitutive documents) or by-laws of incorporation, bylaws the Company or other governing instrumentsany of its subsidiaries.

Appears in 1 contract

Sources: Merger Agreement (Regal Cinemas Inc)

Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, make any change or amendment to amend, their respective certificates of incorporation, bylaws by-laws or other governing instrumentssimilar organizational documents.

Appears in 1 contract

Sources: Merger Agreement (Turbosonic Technologies Inc)

Governing Documents. The Company shall not amend or propose to amendnot, nor and shall it permit any of cause its Subsidiaries to amendnot to, their respective certificates amend its Certificate of incorporationIncorporation, bylaws Bylaws, Articles of Organization, Operating Agreement or other governing instrumentscomparable charter or organizational documents.

Appears in 1 contract

Sources: Merger Agreement (Isle of Capri Casinos Inc)

Governing Documents. The Company shall not, -------------------- and shall not permit any of its subsidiaries to, amend or propose to amend, nor shall it permit any amend its certificate of its Subsidiaries to amend, their respective certificates of incorporation, bylaws incorporation or other governing instrumentsby-laws (or similar organizational documents).

Appears in 1 contract

Sources: Merger Agreement (International Business Machines Corp)

Governing Documents. The Company shall not amend or propose to amendamend or otherwise change Company's certificate of incorporation or bylaws or similar governance documents, nor shall it Company permit any of its Subsidiaries to amend, their respective certificates amend or propose to amend or otherwise change its certificate of incorporation, incorporation or bylaws or other governing instrumentssimilar governance documents, in each case, except to the extent required to comply with applicable Law, the provisions of this Agreement or the Ancillary Agreements.

Appears in 1 contract

Sources: Merger Agreement (Walt Disney Co/)

Governing Documents. The Company shall not amend or restate, or propose to amendamend or restate the Company Charter or Company Bylaws, nor and shall it permit any cause each of its Subsidiaries not to amend, their respective certificates amend or propose to amend or restate its certificate of incorporation, incorporation or bylaws or other governing instruments.similar organizational or governance documents;

Appears in 1 contract

Sources: Merger Agreement (Blyth Inc)

Governing Documents. The Company shall not, and shall not permit ------------------- any of its Subsidiaries to, amend or propose to amend, nor shall it permit any of its Subsidiaries to amend, amend their respective certificates articles or certificate of incorporation, bylaws by-laws or other governing instrumentsdocuments.

Appears in 1 contract

Sources: Merger Agreement (Ea Engineering Acquisition Corp)

Governing Documents. The Company shall not amend or propose to amendamend its, nor shall it or permit any Subsidiary to amend its, Certificate of its Subsidiaries to amend, their respective certificates of incorporation, bylaws Incorporation or other governing instrumentsBylaws (or comparable organizational documents).

Appears in 1 contract

Sources: Merger Agreement (Zurn Industries Inc)

Governing Documents. The Company shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to amend, their respective certificates of incorporation, bylaws by-laws or other governing instruments.

Appears in 1 contract

Sources: Merger Agreement (Concord Assets Group Inc)

Governing Documents. The Company shall not amend or propose to amendamend or otherwise change Company’s certificate of incorporation or bylaws or similar governance documents, nor shall it Company permit any of its Subsidiaries to amend, their respective certificates amend or propose to amend or otherwise change its certificate of incorporation, incorporation or bylaws or other governing instrumentssimilar governance documents, in each case, except to the extent required to comply with applicable Law, the provisions of this Agreement or the Ancillary Agreements.

Appears in 1 contract

Sources: Merger Agreement (Walt Disney Co/)

Governing Documents. The Company shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to amend, their respective certificates the charter (or similar constitutive documents) or bylaws of incorporation, bylaws the Company or other governing instrumentsany of its Subsidiaries.

Appears in 1 contract

Sources: Merger Agreement (Corrections Corporation of America)

Governing Documents. The Company shall not amend or propose to amend, nor amend the Company Certificate and shall it not permit any of its Subsidiaries to amend, their respective certificates amend or propose to amend its certificate of incorporation, incorporation or bylaws or other governing instrumentssimilar or Organizational Documents.

Appears in 1 contract

Sources: Transaction Agreement (Avista Healthcare Public Acquisition Corp.)

Governing Documents. The Company shall not amend or propose to amend, nor amend the Governance Instruments and shall it permit any cause each of its Subsidiaries not to amend, their amend or propose to amend its respective certificates certificate of incorporation, incorporation or bylaws or similar organizational or governing documents, other governing instrumentsthan in the case of any such Subsidiary, ministerial or administrative changes not adverse to the interests of Parent.

Appears in 1 contract

Sources: Merger Agreement (Gci Liberty, Inc.)

Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, make any change or amendment to amend, their respective certificates articles of incorporation, bylaws by-laws or other governing instrumentssimilar organizational documents.

Appears in 1 contract

Sources: Merger Agreement (Oilgear Co)

Governing Documents. The Neither the Company nor the Purchaser shall, and the Company shall not permit any of the Company Subsidiaries to, amend or propose to amend, nor shall it permit any amend its certificate or articles of its Subsidiaries to amend, their respective certificates of incorporation, incorporation or bylaws (or other governing instrumentssimilar organizational documents).

Appears in 1 contract

Sources: Securities Purchase Agreement (Medical Exchange Inc.)

Governing Documents. The Company shall not amend or propose to amendamend its Certificate of Incorporation or By-laws, nor shall it or permit any of its Subsidiaries (including, Tropsport) to amendamend or propose to amend its Organizational Documents, their respective certificates of incorporation, bylaws at or other governing instrumentsprior to the Effective Time.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (SLM International Inc /De)

Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, make any change or amendment to amend, their respective certificates its articles of incorporation, bylaws or other governing instrumentssimilar organizational documents.

Appears in 1 contract

Sources: Merger Agreement (Fieldstone Investment Corp)

Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, amend its respective Organizational Documents, except to amend, their respective certificates of incorporation, bylaws or other governing instrumentscarry out its obligations under this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Impsat Fiber Networks Inc)

Governing Documents. The Company shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to amend, their respective certificates the articles or certificate of incorporation, bylaws incorporation (or other governing instrumentssimilar constitutive documents) or by-laws of the Company or any of its Subsidiaries.

Appears in 1 contract

Sources: Merger Agreement (Northbay Financial Corp)

Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, make any change or amendment to amend, (i) their respective certificates articles of incorporation, bylaws or other governing instrumentssimilar organizational documents or (ii) any material term of any outstanding security issued by the Company or any of its Subsidiaries.

Appears in 1 contract

Sources: Merger Agreement (MEDecision, Inc.)

Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, make any change or amendment to amend, their respective certificates its articles of incorporationorganization, bylaws or other governing instrumentssimilar organizational documents.

Appears in 1 contract

Sources: Merger Agreement (National Dentex Corp /Ma/)

Governing Documents. The Company shall not amend or propose to amendamend the Company Charter or Company Bylaws, nor and shall it permit any cause each of its Subsidiaries not to amend, their respective certificates amend or propose to amend its certificate of incorporation, incorporation or bylaws or other governing instrumentssimilar organizational or governance documents.

Appears in 1 contract

Sources: Merger Agreement (Sothebys)