Second Restated Certificate of Incorporation definition

Second Restated Certificate of Incorporation shall have the meaning set forth in the recitals hereof. "Section 11(a)(ii) Trigger Date" shall have the meaning set forth in Section 11(a)(iii) hereof.

Second Restated Certificate of Incorporation means the amended and restated certificate of incorporation of Holdings that will, among other things, authorize the issuance of (i) one or more series of preferred stock upon such terms as may be established by Holding's Board of Directors from time to time and (ii) a new class of common stock, designated as Class C Common Stock. "Senior Credit Agreement" means the $52,500,000 Credit Agreement among Holdings, Pittsburgh National Bank and the other banks party thereto. "Senior Indebtedness" means (i) indebtedness for borrowed money (including, without limitation, that incurred pursuant to the Senior Credit Agreement and the Subordinated Credit Agreement), (ii) the current portion of any deferred purchase price of property or services, (iii) the current portion of obligations for the payment of rent as lessee under leases

Second Restated Certificate of Incorporation means the amended and restated certificate of incorporation of Holdings that will, among other things, authorize the issuance of (i) one or more series of preferred stock upon such terms as may be established by Holdings' Board of Directors from time to time and (ii) a new class of common stock, designated as Class C Common Stock. "Secondary Put Repurchase Price" means the greater of (x) the Adjusted Purchase Price of the Secondary Put Shares as of the date of the Second Put Notice, plus interest thereon from the date of acquisition of such Shares by you to the date of the Second Put Notice compounded annually at an interest rate per annum (based on a year of 365 or 366 calendar days, as the case may be) for each twelve-month period or portion thereof commencing July 1 of an applicable calendar year, equal to the Prime Rate in effect on July 1 (or the next succeeding Business Day if such day is not a Business Day) of such calendar year, and (y) the Fair Market Value of the Secondary Put Shares as of the date of the Second Put Notice.

Examples of Second Restated Certificate of Incorporation in a sentence

• Except as otherwise provided in this Second Restated Certificate of Incorporation, no vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the designation or issuance of any shares of any series of the Preferred Stock authorized by and complying with the conditions of this Second Restated Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation.

• It was this government that refused to turn over the documents, and the Speaker had to make a historic ruling to force the government to turn over those documents.

• Second Restated Certificate of Incorporation of the Registrant, dated September 8, 2005, is hereby incorporated by reference to Exhibit 3.1 of the Registrant’s Form 10-Q for the quarter ended July 31, 2005.

• Unless otherwise required by law or by the Second Restated Certificate of Incorporation of the Corporation, as amended and/or restated from time to time (the "Certificate of Incorporation"), special meetings of the stockholders, for any purpose or purposes, may be called by either (a) a resolution adopted by a majority of the Board of Directors, (b) the Chairman of the Board of Directors, if there be one, or (c) the President of the Corporation.

• The Second Restated Certificate of Incorporation of Webster, as certified by the Secretary of Webster on the date hereof as then being complete, accurate and in effect.

• Except as otherwise provided for or fixed pursuant to the provisions of Article IV of this Second Restated Certificate of Incorporation relating to the rights of the holders of any series of Preferred Stock, special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, or the Board pursuant to a resolution adopted by the Board.

• 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.

• This Second Restated Certificate of Incorporation amends and restates the Original Certificate of Incorporation.

• Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the persons specified in Article TENTH of the Second Restated Certificate of Incorporation.

• Notwithstanding anything to the contrary contained in this Second Restated Certificate of Incorporation, for purposes of this Second Restated Certificate of Incorporation, the term “Interested Stockholder” shall not, for any purpose, include, and the provisions of Article IX(A) hereof shall not apply to: (a) the Corporation or any Subsidiary; or (b) any employee stock ownership plan of the Corporation or any Subsidiary.