Amendments to Charter. The Company will not, nor will it permit any Subsidiary to, (a) make any amendment or modification to any terms or provisions of its Certificate or Articles of Incorporation or bylaws which is materially adverse to the Agent or the Lenders without the prior written consent of the Required Lenders or (b) issue any preferred stock.
Amendments to Charter. Changes to the Charter deemed to be material amendments may not be made without District consideration and approval. Amendments to the Charter considered to be material changes include, but are not limited to, the following:
Amendments to Charter. The Company shall not amend its certificate of incorporation without the approval by the holders of at least a majority of the then outstanding shares of Series A Preferred Stock if such amendment would:
Amendments to Charter. All amendments to the Charter School charter shall require approval by the majority of both the Board of Juvenile Affairs (XXX) and approval of the Sponsor. The amendment shall be documented in writing and include minutes of the board meeting in which the amendment was approved.
Amendments to Charter. The Company will not amend or modify its charter without the prior written consent of Holder.
Amendments to Charter. The Company shall not amend its Articles of Incorporation without the approval, by vote or written consent, by the holders of at least a majority of the then outstanding shares of Preferred Stock, if such amendment would amend any of the rights, preferences, privileges of or limitations provided for herein for the benefit of any shares of Preferred Stock. Without limiting the generality of the preceding sentence, the Company shall not amend its Articles of Incorporation without the approval by the holders of at least a majority of the then outstanding shares of Preferred Stock if such amendment would:
Amendments to Charter. 31 4.10 Interim Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 4.11 Full Access and Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 4.12 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 4.13
Amendments to Charter. The Company covenants and agrees that it will not seek to amend or modify articles [170] through [174] of its amended and restated Memorandum and Articles of Association without holding a general meeting at which a quorum of 95% or more of its Ordinary Shares are present in person or by proxy, and at least 66 2/3% of the Ordinary Shares present in person or by proxy at such meeting approve an amendment thereto.
Amendments to Charter. Any material term of this Charter, to be determined by the Local Board or State Board, may be amended in writing upon the approval of the Local Board and State Board and a majority of the Governing Board of the Charter School. Any proposed amendment shall be made in accordance with State Board Rule 160-4-9-.04.
Amendments to Charter. If at any time the number of unauthorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the Series A Preferred Stock and Series B Preferred Stock, each Shareholder agrees that he or it will vote his or its Shares and will cause and instruct his or its director designees to approve and vote in favor of any and all action necessary or appropriate to amend the Company’s corporate charter to increase the number of authorized but unissued Shares to such number of Shares as shall be sufficient to effect the conversion of the Series A Preferred Stock and Series B Preferred Stock. The Shareholders hereby consent to the foregoing and hereby grant their irrevocable durable proxy, coupled with an interest, to the Board of Directors to vote their Shares at any annual or special meeting in favor of any amendment to the Company’s corporate charter in accordance with this Section 22. WHITE-HOT SOFTWARE, INC. RESTATED SHAREHOLDERS’ AGREEMENT Counterpart Signature Page If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart signature page of this Agreement and return the same to the Company, whereupon, this Agreement shall become a binding Agreement among the parties. Very truly yours, THE COMPANY: WHITE-HOT SOFTWARE, INC. By: Name:
