Parent Charter Amendments definition

Parent Charter Amendments means an amendment and restatement of Parent’s certificate of incorporation and an amendment and restatement of Parent’s bylaws, respectively, in substantially the form of Exhibit B and Exhibit C attached hereto, to, among other things, change the name of Parent.
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Parent Charter Amendments means the Parent Authorized Share Charter Amendment and the Parent Board Size Charter Amendment.
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Parent Charter Amendments has the meaning set forth in Section 6.8(b).
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Examples of Parent Charter Amendments in a sentence

  • For the avoidance of doubt, the reclassification of the Existing Parent Common Stock pursuant to the Parent Charter Amendments shall not give rise to any adjustment to the Merger Consideration pursuant to this Section 2.1(d).

  • Prior to the effectiveness of the Parent Charter Amendments, the authorized Capital Stock of Parent consists of 2,000,000 shares of Existing Parent Common Stock.

  • Without further approval or consent of the Company, Parent may take all such actions as are necessary or appropriate to make amendments to its articles of incorporation or bylaws having the terms and conditions described in Annex B (respectively, the "Proposed Parent Charter Amendments" and the "Proposed Parent Bylaw Amendments"), provided however, that such amendments shall not be effective until the Effective Date.

  • The Company will vote all shares of Parent Common Stock beneficially owned by it or any of its Subsidiaries in favor of the adoption of the Proposed Parent Charter Amendments.

  • Approval of the Parent Charter Amendments by a majority in voting power of Parent Common Stock issued and outstanding and entitled to vote thereon present in person and represented by proxy at the Parent Stockholders Meeting in accordance with the Organizational Documents of Parent and applicable Law is the only vote of the holders of any class or series of Parent’s capital stock necessary to approve the Parent Charter Amendment.

  • Promptly following the Effective Time, the Parent shall take such action as is necessary, subject to receipt of the requisite approval of its stockholders, to amend its Certificate of Incorporation in order, among other things, to increase the number of authorized shares of Parent Common Stock to allow the conversion of all of the issued Parent Series B Preferred Stock and exercise of all of the Company Stock Options (the "Parent Charter Amendments").