Charter and Bylaw Provisions Clause Samples

Charter and Bylaw Provisions. The Parties hereby agree to take any and all action necessary to cause their respective charters and bylaws to be amended appropriately to effect the provisions of this Agreement.
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Charter and Bylaw Provisions. 15 ARTICLE VI -
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Charter and Bylaw Provisions. 5.1(j) Chase.....................................................................5.1(c) Closing......................................................................1.2
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Charter and Bylaw Provisions. Each of our Charter and Bylaws include a number of other provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control or our management, including the following:
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Charter and Bylaw Provisions. The TBCA, the MAA charter and the MAA bylaws govern shareholders’ rights and related matters. Certain provisions of the MAA charter and the MAA bylaws, which are described below, may make it more difficult to change the composition of our board of directors and may discourage or make more difficult any attempt by a person or group to obtain control of us.
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Charter and Bylaw Provisions. The Company hereby advises Acquiror that the Issuer's Board of Directors has duly exempted Acquiror's or any subsequent transferees' or holders' acquisition, ownership, conversion and transfer of the Series A Preferred Stock or the Underlying Common Stock from the application of any and all provisions of the Charter and Bylaws which purport to restrict or limit acquisition, ownership or transfer of Issuer's securities. No provisions of the Charter or the Bylaws shall restrict, limit or in any way adversely affect Acquiror's or any subsequent transferees' or holders' ability to convert the Series A Preferred Stock into the Underlying Common Stock.
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Charter and Bylaw Provisions. TARGET has taken all necessary corporate action so that the entering into of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement do not and will not result in the grant of any rights to any Person under the Amended and Restated Certificate of Incorporation, as amended, or the Bylaws or restrict or impair the ability of PURCHASER to vote, or otherwise to exercise the rights of a stockholder with respect to, shares of TARGET that may be acquired or controlled by it.
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Related to Charter and Bylaw Provisions

  • Charter and Bylaws The rights of all stockholders and the terms of all stock are subject to the provisions of the Charter and the Bylaws.

  • Certificate of Incorporation and Bylaws The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBC.

  • Articles of Incorporation and Bylaws The articles of incorporation and bylaws of the entity holding the charter shall provide for governance of the operation of the School as a nonprofit corporation and public charter school and shall at all times be consistent with all applicable law and this Certificate. The School shall notify the Authorizer of any modification to the Articles or Bylaws within five (5) business days of approval by the Charter Board.

  • Articles and Bylaws Operator represents that a true and accurate copy of its current Articles of Incorporation (“Articles”) and Bylaws have been provided to IPS prior to the execution of this Agreement. If Operator materially amends its Articles or Bylaws during the Term of this Agreement, it shall provide notice to IPS of such amendment, and a copy of the amended Articles or Bylaws, within thirty (30) days of the amendment.

  • Certificate of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent prior to the Effective Time: (a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B; (b) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.