Certificate Amendments definition

Certificate Amendments the Initial Certificate Amendment and the Post-Transaction Certificate Amendment.
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Certificate Amendments means the amendments in substantially the form set forth in Exhibit G attached hereto and any other amendments to the Certificate of Incorporation or the certificates of incorporation of the Company's Subsidiaries reasonably necessary in connection with the transactions contemplated under this Agreement and the Ancillary Agreements, including, without limitation, (a) an increase to the authorized number of shares of Common Stock of the Company if necessary, (b) the terms and conditions of the designations, rights and preference of the Preferred Stock set forth in the Preferred Stock Certificates of Designations, (c) certain amendments to the Class AA Certificate of Designations and (d) such other changes to the Certificate of Incorporation as are reasonably necessary to give effect to the rights, preferences and designations of the Preferred Stock contained in the Preferred Stock Certificates of Designations and the provisions of this Agreement and the Ancillary Agreements (including the voting provisions set forth in the Stockholders Agreement, if requested by the Purchaser).
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Certificate Amendments means any amendments to the Certificate of ---------------------- Incorporation reasonably necessary in connection with the transactions contemplated under this Agreement and the Ancillary Agreements, including, without limitation, (a) an increase to the authorized number of shares of Common Stock of the Company to 150,000,000 shares, (b) the terms and conditions of the designations, rights and preference of the Convertible Preferred Stock set forth in the Certificate of Designations, (c) such other changes to the Certificate of Incorporation as are reasonably necessary to give effect to the rights, preferences and designations of the Convertible Preferred Stock contained in the Certificate of Designations and the provisions of this Agreement and the Ancillary Agreements and (d) a reduction of the par value of a share of Common Stock to $.01. Notwithstanding the foregoing, the Certificate Amendments will not include the Ancillary Proposals (approval of which is not a condition to Closing).
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Examples of Certificate Amendments in a sentence

  • Prior to the Second Closing, the Board of Directors shall take, or cause to be taken, all actions necessary or desirable to file with the Secretary of State of the State of Delaware the Certificate Amendments.

  • At the Special Meeting, there will be submitted to the Monsanto stockholders for their vote the Monsanto Certificate Amendments as well as the Distribution.

  • The holders of the requisite number of -------------------- shares of outstanding Common Stock of the Company shall have duly and validly approved all items necessary to effectuate the transactions contemplated hereby and under the Ancillary Agreements, including without limitation, the Certificate Amendments (the "Stockholder Approval").

  • Arch shall take all actions necessary (subject to applicable law and any necessary stockholder approval) to adopt the Certificate Amendments.

  • The Certificate of Designation and the Certificate Amendments shall have been duly filed with the Secretary of State of the State of Delaware.

  • To the extent they are not already listed, Arch shall use its reasonable best efforts to cause the shares of Arch Common Stock to be issued pursuant to the Merger, Arch Exchange Offer and pursuant to the Certificate Amendments to be approved for listing on the Nasdaq National Market (the "NASDAQ") and on all other stock exchanges on which shares of Arch Common Stock are then listed, subject to official notice of issuance, prior to the Closing Date.

  • Immediately ------------------------------------- following the Stockholder Approval, (i) the Board of Directors shall adopt the Bylaws Amendments, (ii) the Certificate Amendments shall be duly filed with the Secretary of State of the State of Delaware and (iii) the Preferred Stock Directors shall be appointed to the Board of Directors; provided, however, that with respect to clauses (i) and (iii) the Company shall take such actions earlier, upon the written request of the Purchaser.

  • The Certificate Amendments shall provide for (i) an increase in the authorized number of shares of Arch Common Stock to an amount sufficient to effectuate the actions contemplated hereby and (ii) the conversion of each Arch Series C Preferred Share into shares of Arch Common Stock as described in this Agreement.

  • Some or all of the Certificate Amendments may, in the discretion of Arch, be made contingent upon the consummation of the Merger or the Alternative Merger (as the case may be).

  • The affirmative vote of the majority of the outstanding shares of Parent Common Stock entitled to vote thereon (the "Parent Stockholder Approval") of the Parent Certificate Amendments is the only vote of the holders of any class or series of shares of Parent necessary to authorize the transactions contemplated by this Agreement.


More Definitions of Certificate Amendments

Certificate Amendments means any amendments to the Certificate of ------------------------ Incorporation or the certificates of incorporation of the Company's Subsidiaries reasonably necessary in connection with the transactions contemplated under this Agreement and the Ancillary Agreements, including, without limitation, (a) an increase to the authorized number of shares of Common Stock of the Company if necessary, (b) the terms and conditions of the designations, rights and preference of the Preferred Stock set forth in the Preferred Stock Certificates of Designations, and (c) such other changes to the Certificate of Incorporation as are reasonably necessary to give effect to the rights, preferences and designations of the Preferred Stock contained in the Preferred Stock Certificates of Designations and the provisions of this Agreement and the Ancillary Agreements (including the voting provisions set forth in the Stockholders Agreement, if requested by the Purchaser).
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Related to Certificate Amendments

  • Mortgage Amendments as defined in Section 6.11(a).

  • Certificate of Amendment means the Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, substantially in the form attached to this Agreement as Exhibit A.

  • Additional Certificates has the meaning specified in Section 8.01(d).

  • Mortgage Amendment means an amendment to an Existing Mortgage or an amendment and restatement of an Existing Mortgage, in each case in form and substance reasonably acceptable to the Collateral Agent.

  • Certificate of Trust means the Certificate of Trust in the form of Exhibit B to be filed for the Trust pursuant to Section 3810(a) of the Statutory Trust Statute.

  • Certificate No 2-A-10-[__] Cut-off Date: October 1, 2002 First Distribution Date: November 25, 2002 Last Scheduled Distribution Date: December 25, 2032 Pass-Through Rate: 6.000% Initial Certificate Principal Balance of this Certificate $[______] ("Denomination"): Initial Certificate Principal Balances of all Certificates $20,000,000 of this Class: CUSIP: 55265K MP 1 MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. MASTR ASSET SECURITIZATION TRUST 2002-7 Mortgage Pass-Through Certificates, Series 2002-7 Class 2-A-10 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of three pools of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance at any time may be less than the Certificate Principal Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that _______________ is the registered owner of the Percentage Interest evidenced by this Certificate in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, UBS Warburg Real Estate Securities Inc., as transferor (the "Transferor"), Wells Fargo Bank Minnesota, N.A., as master servicer (the "Servicer"), xxx Xachovia Bank, National Association, as trustee (the "Trustee"). Distributions on this Certificate will be made primarily from collections on the Mortgage Loans in Loan Group 2 pursuant to the terms of the Agreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.

  • L/C Amendment Application means an application form for amendment of outstanding standby or commercial documentary letters of credit as shall at any time be in use at the Issuing Bank, as the Issuing Bank shall request.

  • Supplemental Certificate shall have the meaning specified in Section 6.03.

  • Restated Certificate means the Company’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time.

  • Certificate Purchase Agreement The Purchase Agreement, dated as of [_______], among the Depositor and the Initial Purchasers, relating to the Privately Offered Certificates.

  • Amendments are any changes that are not specifically covered by the terms and conditions of the Centralized Contract, but inclusion is found to be in the best interest of the State. A request to change a contractual term and condition is an example of an amendment.

  • Certificate Depository Agreement means the agreement among the Trust, the Depositor and The Depository Trust Company, as the initial Clearing Agency, dated as of the Closing Date, relating to the Trust Securities Certificates, substantially in the form attached as Exhibit B, as the same may be amended and supplemented from time to time.

  • Class H Certificate means any of the Certificates with a "Class H" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Exchange Certificates Means the pass through certificates substantially in the form of Exhibit A hereto issued in exchange for the Initial Certificates pursuant to the Registration Rights Agreement and authenticated hereunder.

  • Certificate Depositary Agreement means the agreement among the Issuer Trust, the Depositor and the Depositary, as the initial Clearing Agency, dated as of the Closing Date, substantially in the form attached as Exhibit B, as the same may be amended and supplemented from time to time.

  • Certificates of Merger has the meaning set forth in Section 2.2.

  • Related Certificates For each interest in the Upper Tier REMIC, the Class of Certificates listed on the same row in the table entitled "Upper Tier REMIC" in the Preliminary Statement.

  • Permitted Amendments has the meaning specified in Section 10.01.

  • UCC Financing Statements means any financing statements required or permitted to be filed in accordance with the UCC.

  • Certificate re Non-Bank Status means a certificate substantially in the form of Exhibit F.

  • Perfection Certificate Supplement means a certificate supplement in the form of Exhibit L-2 or any other form approved by the Collateral Agent.

  • Certificate Principal means principal payable in respect of the Investor Certificates of any Series pursuant to Article IV of this Agreement.

  • Proposed Amendments means any consequential or related amendments to certain terms of the Note Standard Conditions (as defined in the Note Programme Memorandum), the Series Specific Provisions (as defined in the Standard Interpretation Provision (being Clause 1 of the Standard Provisions Document)), as set out in the Note Issue Supplement in relation to the Series Portfolio Services Agreement and the Series Liquidity Facility Agreement, the Series Mortgage LIBOR Hedge Agreement, the Series Currency A2b Hedge Agreement, the Series Currency Bb Hedge Agreement, the Series Currency Cb Hedge Agreement and the Series Currency Db Hedge Agreement (each as defined in the Note Issue Supplement), to effect the transition from LIBOR to Compounded Daily SONIA as more fully described in the Amendment Deed; and 11. agree that capitalised terms in this document where not defined herein shall have the meanings given to them in the Consent Solicitation Memorandum (a copy of which is available for inspection as referred to in the Notice)." In Respect of the EUR 22,900,000 Class Db Notes due March 2039

  • Class B-6 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit B-6 and Exhibit C hereto. Class B-6 Certificateholder: The registered holder of a Class B-6 Certificate.