COD Amendment Clause Samples
COD Amendment. PXP Resources and the undersigned Investors hereby approve the adoption of the COD Amendment and authorize and direct the officers of the Company to take all such further actions, on behalf of the Company, as they may deem necessary, desirable or convenient to carry out the intent of the foregoing approval, including the filing of the COD Amendment with the Secretary of State of the State of Delaware and the execution by any one of them, on behalf of the Company, of all other and further agreements, requests, certificates, instruments or documents, and the doing of all such further acts, necessary or appropriate to reflect or effect the foregoing.
COD Amendment. The Holder, as the sole holder of all 100,000 issued and outstanding shares of Series A Preferred Stock, hereby irrevocably consents to, approves, and adopts an amendment to the COD to increase the total authorized shares of Series A Preferred Stock from 100,000 shares to 155,000 shares, with all other terms, rights, preferences, and privileges of the Series A Preferred Stock to remain unchanged and in full force and effect as set forth in the original COD, as amended.
COD Amendment. (a) In connection with the approval of the Warrant Amendment, (i) the Board adopted the COD Amendment and (ii) resolved to recommend that the stockholders of the Company approve the COD Amendment and the transactions contemplated thereby, including for purposes of Nasdaq Listing Rule 5635(d).
(b) As promptly as reasonably practicable following the date of this Agreement, and in any event within twenty (20) Business Days, the Company shall prepare and file with the United States Securities and Exchange Commission (the “SEC”) a preliminary proxy statement (as amended or supplemented from time to time, the “Proxy Statement”) relating to, among other things, the approval by the stockholders of the Company of (x) the COD Amendment for purposes of the General Corporation Law of the State of Delaware, and (y) the conversion of the Series A-1 Preferred into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and the other transactions contemplated by the COD Amendment, including for purposes of Nasdaq Listing Rule 5635(d), in accordance with applicable Law and the rules and regulations of Nasdaq (such approval, the “Stockholder Approval”). Each of the Company and Holder shall furnish all information concerning itself and its Affiliates that is required to be included in the Proxy Statement or that is customarily included in proxy statements prepared in connection with transactions of the type contemplated by the COD Amendment, and each covenants that none of the information supplied or to be supplied by it for inclusion or incorporation in the Proxy Statement will, at the date it is filed with the SEC or first mailed to the Company’s stockholders or at the time of the meeting of the stockholders of the Company called to obtain the Stockholder Approval, or any valid adjournment or postponement thereof made with the consent of the Holder (the “Stockholders Meeting”) or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall cause the Proxy Statement to comply as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Each of the Company and Holder shall use its reasonable best eff...
COD Amendment. The Company shall cause the COD Amendment to become effective at the Closing.