Amendment of the Company's Certificate of Incorporation. Simultaneously upon the Initial Closing, the Company shall have filed an amendment to its Certificate of Incorporation, satisfactory in form and substance to the Investor's counsel, providing that upon the earlier to occur of (a) the Closing of the Company's initial public offering of equity securities pursuant to Section 5 of the Securities Act and (b) a "Liquidation Event" as hereinafter defined, all shares of Class A Common Stock shall automatically become shares of Common Stock and all options, warrants, convertible securities, or any other derivative securities exercisable for or convertible into shares of Class A Common Stock shall automatically become exercisable for or convertible into shares of Common Stock, and the Company shall no longer be authorized to issue any additional shares of Class A Common Stock except as may be authorized by the stockholders of the Company, subject to the provisions of Section 1.4 of the Securityholders' Agreement. For purposes of this Section 6.18 "Liquidation Event" shall have the meaning (i) set forth in Section 5 of the Certificate of Designations, Preferences and Rights for the Series A Preferred Stock, in addition to (ii) the definition of "change of control" as set forth in subclause 1.4(d)(iii) of the Securityholders' Agreement.
Amendment of the Company's Certificate of Incorporation. The Company's Certificate of Incorporation will be amended to include the provisions set forth in EXHIBIT A attached hereto, will be in full force and effect at the Initial Closing as so amended and will not have been further amended or modified.
