CHARTER/BYLAW AMENDMENTS Sample Clauses

CHARTER/BYLAW AMENDMENTS. So long as Transocean owns shares representing at least 15% of the voting power of all of the outstanding shares of TODCO Voting Stock, TODCO will not, without the prior consent of Transocean, adopt any amendments to its Amended and Restated Certificate of Incorporation or Bylaws or take or recommend to its stockholders any action during the term of this Agreement which would (i) impose limitations on the legal rights of Transocean or any other member of the Transocean Group or any transferee of any securities of TODCO from Transocean or a member of the Transocean Group (a "Transocean Transferee") as a stockholder of TODCO other than those imposed pursuant to the express terms of this Agreement or the forms of TODCO's Amended and Restated Certificate of Incorporation and Bylaws attached hereto as Schedules 5.1(a) and 5.1(b), respectively, including, without limitation, any action which would impose restrictions (A) based upon the size of security holding, the business in which a security holder is engaged or other considerations applicable to Transocean or any other member of the Transocean Group or a Transocean Transferee and not to security holders generally, (B) by means of the issuance of or proposal to issue any class of securities having voting power disproportionately greater than the equity investment in TODCO represented by such securities or (C) involving impairment of rights granted to any member of the Transocean Group, (ii) involve the issuance or corporate action providing for the issuance of any warrant, right, capital stock or other security (A) which is, or under specified circumstances will become, convertible into or represent the right to acquire any securities of Transocean or any other member of the Transocean Group or a Transocean Transferee or (B) which is dependent upon the amount of voting securities owned by Transocean or any other member of the Transocean Group or a Transocean Transferee, (iii) deny any benefit to Transocean or any other member of the Transocean Group or a Transocean Transferee proportionately as holders of any class of voting securities generally, or (iv) alter voting or other rights of the holders of any class of voting securities so that any such rights (or the vote required with respect to any matter) are determined with reference to the amount of voting securities held by Transocean or any other member of the Transocean Group or a Transocean Transferee; provided, that this Section 5.3 shall not prohibit TOD...
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CHARTER/BYLAW AMENDMENTS. 32 5.4 TODCO Board Representation...................................................................33 5.5 Committees...................................................................................35 5.6
Sample 1

Related to CHARTER/BYLAW AMENDMENTS

  • Charter; Bylaws The Charter and Bylaws of FNB Bank in effect immediately prior to the Effective Time shall be the Charter and Bylaws of the Surviving Bank, until altered, amended or repealed in accordance with their terms and applicable law.

  • Amendment of Bylaws In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

  • Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity” Depositor

  • Charter Amendments Amend, or permit any of its Subsidiaries to amend, its certificate of incorporation or bylaws in any material respect.

  • Governing Law; Amendments This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. This letter agreement may not be amended or modified other than by a written agreement executed by you and an authorized employee of Xxxxx & XxXxxxxx Companies.

  • Amendments to Charter Documents The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify its Charter Documents, except as set forth therein. The Company acknowledges that the purchasers of the Public Securities in the Offering shall be deemed to be third party beneficiaries of this Agreement and specifically this Section 3.22.

  • Articles of Incorporation; Bylaws (a) At the Effective Time, the articles of incorporation of Merger Sub shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by applicable Law.

  • Charter Amendment In the event there are insufficient shares of Common Stock authorized, unreserved and available for issuance upon exercise of this Warrant, the Company shall use its best efforts to effect an amendment of its certificate of incorporation so as to increase the authorized shares of Common Stock to accommodate such exercise.

  • Amended and Restated Certificate of Incorporation 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 Amended and Restated Certificate of Incorporation.

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended to read in its entirety as set forth in Exhibit A attached hereto and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law.

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