Amendment to the Certificate of Incorporation. Each of the HOVRS Parties and the Clearlake Investors agree to use all Necessary Action to cause the Company's Amended and Restated Certificate of Incorporation to be amended, within one year of the date hereof, to delete the provisions set forth in Article VII of the Amended and Restated Certificate of Incorporation filed on or about the date hereof..
Amendment to the Certificate of Incorporation. Subject to the Stockholder Approval, the Company shall take any and all actions necessary on its part to make effective as of the Closing, and subject to the completion of the Transactions, the Restated Certificate of Incorporation of the Company in the form attached hereto as Exhibit C (the “Restated Charter”). The Restated Charter shall be and remain effective from the Closing and until thereafter amended in compliance with the terms thereof and applicable law.
Amendment to the Certificate of Incorporation. Unipro’s board of directors has effected a 1 for 5 reverse stock split affecting the outstanding and authorized shares of Common Stock, so that there are 13,000,000 authorized shares and Unipro has delivered articles of amendment to the Certificate of Incorporation to Florida Department of State with respect to change in authorized shares and such amendment is effective. The board of directors has adopted a certificate of designation for Series A Convertible Preferred in the form previously furnished to the Company and Unipro has delivered articles of amendment to the Certificate of Incorporation to Florida Department of State with respect to designation and such amendment is effective. The board of directors and shareholders of Unipro have recommended and approved amendments to the Certificate of Incorporation (a) changing the name to China Fire Protection Group Inc and (b) increasing the number of shares of Common Stock and has delivered articles of amendment with respect thereto to the Company for filing with the Florida Department of State.
Amendment to the Certificate of Incorporation. The Company shall take all necessary actions to duly call, give notice of, establish a record date for and convene a stockholder meeting (which may be an annual meeting or special meeting) for the purpose of (i) adopting the Charter Amendment (as defined below) (the “Requisite Stockholder Approval”), and (ii) include in the proxy statement for such meeting the Board’s recommendation that the stockholders of the Company vote in favor of such amendment and solicit from stockholders eligible to vote at such meeting proxies voting in favor of the Charter Amendment. The Company shall use best efforts to file the preliminary proxy statement relating to such meeting no later than March 18, 2024 and shall use commercially reasonably efforts to file the definitive proxy statement no later than March 29, 2024, and shall use best efforts to hold such stockholder meeting no later than May 17, 2024. If the Requisite Stockholder Approval is not obtained at such meeting, the Company shall cause additional stockholder meetings to be held within 90 days from the prior meeting (the “Extended Stockholder Approval Period”). If the Requisite Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall use its reasonable best efforts to convene additional stockholder meetings every 90 days thereafter until the Requisite Stockholder Approval is obtained. For purposes of this Agreement, “Charter Amendment” shall mean the Sixth Amended and Restated Certificate of Incorporation of the Company, which shall increase the total authorized shares of Common Stock from 300,000,000 to 450,000,000. The Company shall enforce the terms of the letter agreement by and between the Company and the Artal Entities, dated as of the date hereof, relating to the Artal Entities’ support of the Charter Amendment, and shall not amend or waive any provision of such agreement.
Amendment to the Certificate of Incorporation. In the case of any amendment to the Certificate of Incorporation of the Corporation to change the designation of the Conversion Stock or the rights, privileges, restrictions or conditions in respect to the Conversion Stock or division of the Conversion Stock, the Series A-1 shall be adjusted so as to provide that upon conversion thereof the holder shall receive, in lieu of shares of Conversion Stock theretofore issuable upon such conversion, the kind and amount of shares, other securities, money and property receivable upon such designation, change or division by such holder had such holder converted such holder's shares of Series A-1 into Conversion Stock in accordance with Section 4 immediately prior to such designation, change or division. The Series A-1 shall be deemed thereafter to provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. The provisions of this Section 6(a) shall apply in the same manner to successive reclassifications, changes, consolidations and mergers.
Amendment to the Certificate of Incorporation. To provide for the sale of the Additional Shares, the Company shall amend, and the Purchasers hereby consent to the amendment of, the Company’s Certificate of Incorporation to increase the number of preferred shares designated as Series B Preferred Stock to 20,625,000, and make all requisite conforming changes to reflect the increase in the number of Additional Shares, including increasing the percentage of Company Net Revenue (as defined in the Certificate of Incorporation) subject to the special dividend to 15%.
Amendment to the Certificate of Incorporation. The Amendment --------------------------------------------- shall have been filed with the Secretary of State of the State of Delaware.
Amendment to the Certificate of Incorporation. The Amendment --------------------------------------------- shall have been filed with the Secretary of State of the State of Delaware. It is agreed and understood that the Company will use its best efforts to cause the foregoing condition to be satisfied on and as of the Closing.
Amendment to the Certificate of Incorporation. The Company shall have filed an amendment to its Certificate of Incorporation which increases the Company's authorized preferred stock to 30,000,000 and designates 17,626,322 shares of preferred stock as Series C Preferred Stock with such rights, preferences, privileges and restrictions as specified in the Certificate of Designations, Preferences and Other Rights and Qualifications of Series C Convertible Preferred Stock, attached hereto as Exhibit B (the "Series C Certificate of Designation").
Amendment to the Certificate of Incorporation. Prior to the Initial Closing Date and subsequent to the filings, if any, and the expiration of the waiting period, if any, under Section 4.1(f), the Certificate of Incorporation of the Company shall have been amended and restated by filing an Amended and Restated Certificate of Incorporation in a form reasonably acceptable to Philips, and Philips shall have received a copy of such Amended and Restated Certificate of Incorporation, certified by the Secretary of State of the State of Delaware.
