CHARTER AND BY. LAWS OF THE SURVIVING CORPORATION
CHARTER AND BY. Laws of the Surviving Corporation
CHARTER AND BY. Laws of the Company. Except for the Certificate of Designation or as otherwise approved by the Fund, no amendments to the Certificate of Incorporation or By-Laws of the Company as in effect on the date hereof shall have been effected.
CHARTER AND BY. LAWS, GOOD STANDING. The Administrative Agent shall have received, in sufficient quantity for the Administrative Agent and the Lenders, (i) a copy of the certificate or articles of incorporation of the Borrower and each other Credit Party, including any amendments or restatements thereof, certified as of a recent date by the Secretary of State or other governmental official of the jurisdiction of its formation, (ii) a copy of the By-Laws or equivalent governing documents of the Borrower and each other Credit Party, certified as true, correct and in full force and effect by the Secretary or an Assistant Secretary of such Credit Party; and (iii) a copy of a certificate of good standing for the Borrower and each other Credit Party, issued as of a recent date by the Secretary of State or other governmental official of the jurisdiction of its formation.
CHARTER AND BY. Laws of the Borrower. Copies of the corporate charter and by-laws of the Borrower certified by the Secretary of the Borrower.
CHARTER AND BY. Laws Amendments; Written Consent. Until the ----------------------------------------------- Termination Date, the Company shall not, and shall not permit any of its subsidiaries to, and no officer, employee or other agent of the Company or any of its subsidiaries shall have the authority, in the name or on behalf of the Company or any of its subsidiaries, to, without the prior written consent of the Family Shareholders, (a) amend or restate the Company's certificate of incorporation or by-laws in any respect that would materially and adversely affect the Family Shareholders or their Permitted Transferees differently from any other holders of the Company's common stock or to provide for action by shareholders by written consent without a meeting, or (b) by amendment to the Company's certificate of incorporation or by-laws or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants or agreements to be performed under this agreement by the Company.
CHARTER AND BY. LAWS. Cause, permit or propose any amendments to the Certificate of Incorporation or By-laws of Company;
CHARTER AND BY laws. The charter and by-laws of the Company and each Subsidiary Guarantor shall in all respects be satisfactory in form and substance to you and your special counsel.
CHARTER AND BY. LAWS OF PARENT AND THE SURVIVING CORPORATION
CHARTER AND BY laws of the Company. The Company shall amend and ---------------------------------- restate its charter and by-laws substantially in the form attached hereto as Exhibit D and Exhibit E, respectively. --------- ---------
