Common use of Charter Provisions Clause in Contracts

Charter Provisions. The parties hereto shall use their respective reasonable efforts (including voting or causing to be voted all of the Voting Securities held of record by such party or Beneficially Owned by such party by virtue of having voting power over such Voting Securities) so as to prevent any amendment to the Certificate of Incorporation or By-Laws as in effect as of the date of this Agreement that would (a) add restrictions to the transferability of the Voting Securities by Holdings or its Permitted Transferees who remain a “Stockholder” (as such term is used herein) at the time of such an amendment, which restrictions are beyond those then provided for in the Certificate of Incorporation, this Agreement or applicable securities laws or (b) nullify any of the rights of Holdings or its Permitted Transferees who remain a “Stockholder” (as such term is used herein) at the time of such amendment, which rights are explicitly provided for in this Agreement, unless, in each such case, such amendment shall have been approved by such Stockholder.

Appears in 4 contracts

Samples: Stockholders Agreement (Moelis & Co), Stockholders Agreement (Moelis & Co), Stockholders Agreement (Moelis & Co)

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Charter Provisions. The parties hereto shall use their respective reasonable efforts (including voting or causing to be voted all of the Voting Securities held of record by such party or Beneficially Owned by such party by virtue of having voting power over such Voting Securities) so as to prevent any amendment to the Certificate of Incorporation or By-Laws as in effect as of the date of this Agreement that would (a) add restrictions to the transferability of the Voting Securities by Holdings Professionals or its Permitted Transferees who remain a “Stockholder” (as such term is used herein) at the time of such an amendment, which restrictions are beyond those then provided for in the Certificate of Incorporation, this Agreement or applicable securities laws or (b) nullify any of the rights of Holdings Professionals or its Permitted Transferees who remain a “Stockholder” (as such term is used herein) at the time of such amendment, which rights are explicitly provided for in this Agreement, unless, in each such case, such amendment shall have been approved by such StockholderProfessionals or its Permitted Transferees.

Appears in 2 contracts

Samples: Stockholders Agreement (Perella Weinberg Partners), Business Combination Agreement (FinTech Acquisition Corp. IV)

Charter Provisions. The parties hereto shall use their respective reasonable efforts (including voting or causing to be voted all of the Voting Company Securities held of record by such party or Beneficially Owned by such party by virtue of having voting power over such Voting Company Securities) so as to prevent any cause no amendment to be made to the Certificate of Incorporation or By-Laws Operating Agreement as in effect as of the date of this Agreement in a manner that would (a) add restrictions to the transferability of the Voting Company Securities by Holdings the Initial Shareholder or its Permitted Transferees who remain a “StockholderShareholder” (as such term is used herein) at the time of such an amendment, which restrictions are beyond those then provided for in the Certificate of IncorporationOperating Agreement, this Agreement or applicable securities laws or (b) nullify any of the rights of Holdings the Initial Shareholder or its Permitted Transferees who remain a “StockholderShareholder” (as such term is used herein) at the time of such amendment, which rights are explicitly provided for in this Agreement, unless, in each such case, such amendment shall have been approved by such StockholderShareholder.

Appears in 1 contract

Samples: Shareholders’ Agreement (New Fortress Energy LLC)

Charter Provisions. The parties hereto shall use their respective reasonable efforts (including voting or causing to be voted all of the Voting Company Securities held of record by such party or Beneficially Owned by such party by virtue of having voting power over such Voting Company Securities) so as to prevent any cause no amendment to be made to the Certificate of Incorporation or By-Laws Operating Agreement as in effect as of the date of this Agreement in a manner that would (a) add restrictions to the transferability of the Voting Company Securities by Holdings any Shareholder or its their Permitted Transferees who remain a “StockholderShareholder” (as such term is used herein) at the time of such an amendment, which restrictions are beyond those then provided for in the Certificate of IncorporationOperating Agreement, this Agreement or applicable securities laws or (b) nullify any of the rights of Holdings any Shareholder or its their Permitted Transferees who remain a “StockholderShareholder” (as such term is used herein) at the time of such amendment, which rights are explicitly provided for in this Agreement, unless, in each such case, such amendment shall have been approved by such StockholderShareholder.

Appears in 1 contract

Samples: Shareholders’ Agreement (New Fortress Energy LLC)

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Charter Provisions. The parties hereto shall use their respective reasonable efforts (including voting or causing to be voted all of the Voting Securities Shares held of record by such party or Beneficially Owned by such party by virtue of having voting power over such Voting SecuritiesShares) so as to prevent any cause no amendment be made to the Certificate of Incorporation or By-Laws as Bylaws in effect as of the date of this Agreement a manner that would (a) add restrictions to the transferability of the Voting Securities Shares by Holdings the Stockholders or its their Permitted Transferees who remain a “Stockholder” (as such term is used herein) at the time of such an amendment, which restrictions are beyond those then provided for in the Certificate of Incorporation, this Agreement or applicable securities laws or (b) nullify any of the rights of Holdings the Stockholders or its their Permitted Transferees who remain a “Stockholder” (as such term is used herein) at the time of such amendment, which rights are explicitly provided for in this Agreement, unless, in each such case, such amendment shall have been approved by such Stockholder.

Appears in 1 contract

Samples: Registration Rights Agreement (Staffmark Holdings, Inc.)

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