Second Restated Certificate definition
Examples of Second Restated Certificate in a sentence
Notwithstanding any other provision of this Agreement, the Officers of the Company shall not take or authorize any action constituting an Affiliate Party Transaction (as defined in the Amended and Second Restated Certificate of Incorporation of the Member) unless such Affiliate Party Transaction is approved by the Board of Directors of the Initial Member in accordance with the requirements of the Amended and Second Restated Certificate of Incorporation of the Initial Member.
True and complete copies of the Second Restated Certificate of Incorporation and Bylaws of the Company, each as amended to date, have been provided to Purchasers.
The Company shall have filed the Second Restated Certificate with the Secretary of State of Delaware on or prior to the Initial Closing, which shall continue to be in full force and effect as of the Initial Closing.
Except as set forth in the Second Restated Certificate, the Company has no obligation (contingent or otherwise) to purchase or redeem any of its capital stock.
The Second Restated Certificate of Incorporation of the Corporation shall not be further amended in any manner which would materially alter or change the powers, preference or special rights of the Series B Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority of the outstanding shares of Series B Participating Preferred Stock, voting separately as a class.
The copies of Parent’s Second Restated Certificate of Incorporation (the “Parent Certificate”) and Amended and Restated By-laws (the “Parent By-laws”) that are listed as exhibits to Parent’s Form 10-K for the year ended December 31, 2011 (the “Parent Form 10-K”) are complete and correct copies thereof as in effect on the date hereof.
The Company has made available to Parent and Sub complete and correct copies of the Second Restated Certificate of Incorporation and By-Laws of the Company and the comparable governing documents of each of its Subsidiaries, in each case as amended to the date of this Agreement.
The Series A Preferred Stock and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the First Restated Certificate or the Second Restated Certificate, as applicable.
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Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”) or (b) pursuant to a Deemed Liquidation Event (as defined in the Second Restated Certificate).