Modifications of Certificate of Incorporation Clause Samples

The "Modifications of Certificate of Incorporation" clause defines the process and requirements for making changes to a company's Certificate of Incorporation. Typically, this clause outlines who must approve amendments—such as shareholders or the board of directors—and may specify the voting thresholds or procedures required for such modifications. For example, it might require a supermajority vote to alter key provisions like share structure or director powers. The core function of this clause is to ensure that any fundamental changes to the company's governing document are made transparently and with appropriate stakeholder consent, thereby protecting the interests of all parties involved.
Modifications of Certificate of Incorporation. Notwithstanding the provisions of clause (d) of Section 7.03, the Borrower will not modify or supplement its Certificate of Incorporation as in effect on the date hereof in any manner materially adverse to the interests of the Lenders without the prior consent of the Administrative Agent (with the approval of the Required Lenders).
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Modifications of Certificate of Incorporation. By-Laws and ---------------------------------------------------------- Certain Other Agreements; Issuance of Capital Stock; etc. Holdings will not, and --------------------------------------------------------- will not permit any of its Subsidiaries to: (a) amend, modify or change in any way adverse to the interests of the Banks, any Management Agreement, its Certificate of Incorporation (including, without limitation, by the filing or modification of any certificate of designation) or By-Laws, or any agreement entered into by it, with respect to its capital stock (including any Shareholders' Agreement), or enter into any new agreement with respect to its capital stock which would be adverse to the interests of the Banks; or (b) issue any class of capital stock other than (x) in the case of the Borrower and its Subsidiaries, non-redeemable common stock and (y) in the case of Holdings, (1) the issuance of Holdings Common Stock in connection with the IPO, (2) issuances of Permitted Holdings PIK Securities and (3) issuances of Holdings Common Stock where, after giving effect to such issuance, no Event of Default will exist under Section 9.10 and to the extent the proceeds thereof are applied in accordance with Section 7.14.
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Modifications of Certificate of Incorporation. BY-LAWS AND CERTAIN AGREEMENTS, ETC. Neither Co-Borrower will amend, modify or change its certificate of incorporation or by-laws, or any agreement entered into by it, with respect to its capital stock or other equity interests, or enter into any new agreement with respect to its capital stock of other equity interests except as otherwise contemplated by the Merger Agreement; provided, however, that the foregoing shall not prohibit JRC from extending the date on which the Tender Offer expires.
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Modifications of Certificate of Incorporation. By-Laws and Certain Other Agreements; Limitations on Voluntary Payments, etc. Holdings will not, and will not permit any of its Restricted Subsidiaries to: (a) except in connection with a Permitted Refinancing thereof or, for the avoidance of doubt, regularly scheduled principal or interest payments thereon, make any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment, repayment or redemption as a result of any asset sale, insurance or condemnation event, debt issuance, equity issuance, capital contribution, change of control or similar required “repurchase” event (including, in each case without limitation, by way of depositing with any agent or trustee with respect thereto or any other Person money or securities before due for the purpose of paying when due) under, any Junior Financing (collectively, “Restricted Junior Payments”); provided that, so long as no Default or Event of Default has occurred and is continuing at the time of such payment or would exist after giving effect to the respective payment, (i) any Credit Party may make Restricted Junior Payments in an amount not to exceed the Available Additional Basket at such time; (ii) any Credit Party may make Restricted Junior Payments in an aggregate amount for all payments pursuant to this clause (ii) not to exceed the greater of (x) $15,000,000 and (y) 22.5% of Consolidated EBITDA as of the last day of the most recent Test Period, (iii) any Credit Party may make Restricted Junior Payments, so long as immediately after giving effect to the respective prepayment, the Total Net Leverage Ratio calculated on a Pro Forma Basis for the Calculation Period most recently ended is less than 2.75:1.00 at such time, and (iv) any Credit Party may make Restricted Junior Payments with Eligible Equity Proceeds, and any Junior Financing may be exchanged for Qualified Equity Interests of Holdings; 118 (b) amend, modify, change or waive any term or provision of any ABL Loan Document in a manner which is prohibited by the terms of the Initial Intercreditor Agreement; (c) amend or modify, or permit the amendment or modification of, any provision of any Subordinated Indebtedness in any manner that is, or could reasonably be expected to be, adverse in any material respect to the interests of any Agent or Lender; or (d) amend, modify or change its certificate or articles of incorporation, articles of designation, certificate of formation, limited liability company ag...
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Related to Modifications of Certificate of Incorporation

  • Amendment of Certificate of Incorporation The Corporation reserves the right to supplement, amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the State of Delaware and this Certificate of Incorporation, and all rights conferred upon stockholders, directors and officers herein are granted subject to this reservation.

  • Amendment to Certificate of Incorporation The Depositor will not amend its Certificate of Incorporation or state of incorporation without prior notice to the Rating Agencies, the Indenture Trustee, and the Credit Enhancer.

  • The Certificate of Incorporation of the --------- Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least seventy-five percent of the outstanding shares of Series A Junior Participating Preferred Stock, voting together as a single class.

  • Certificate of Incorporation; By-laws (a) At the Effective Time the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-laws.

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation of the Surviving Corporation; provided, however, that at the Effective Time Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to read: "The name of the corporation is `Network Solutions, Inc.'" (b) At the Effective Time, the Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.