Amendment of Certificate and Bylaws. No Investor or Permitted Transferee shall consent in writing or vote or cause to be voted any shares of Common Stock now or hereafter owned or controlled by it in favor of any amendment, repeal, modification, alteration or rescission of, or the adoption of any provision in the Company’s Certificate of Incorporation, as amended, or Bylaws inconsistent with this Article III unless BRS consents in writing thereto.
Amendment of Certificate and Bylaws. Each Investor agrees that it shall not consent in writing or vote or cause to be voted any shares of Common Stock now or hereafter owned or controlled by it in favor of any amendment, repeal, modification, alteration or rescission of, or the adoption of any provision in the Company’s certificate of incorporation or bylaws inconsistent with Article III of this Agreement unless the Board of Directors (including at least one director designated by Centerbridge) consent in writing thereto.
Amendment of Certificate and Bylaws. Each Investor agrees that it shall not consent in writing or vote or cause to be voted any shares of Common Stock now or hereafter owned or controlled by it in favor of any amendment, repeal, modification, alteration or rescission of, or the adoption of any provision in, the Company's Certificate of Incorporation or Bylaws inconsistent with this Agreement unless 399 Venture consents in writing to such action or votes or causes to be voted all of the shares of Common Stock held by 399 Venture in favor of such action; provided that, 399 Venture shall not consent to any amendment which would adversely affect Xxxxxxx' right to designate a director to the Company's Board of Directors or remove or fill any vacancy created with respect to, any director designated by Xxxxxxx' as set forth in Article VI of this Agreement.
Amendment of Certificate and Bylaws. 1.4.1 Following the effectiveness of the Amended LLCA, Vantiv will amend and restate its existing certificate of incorporation in the form of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit D (the “Amended Charter”), in order, among other things, to (x) authorize a new Class A common stock, par value $0.00001 per share, of Vantiv, having the rights, preferences, privileges and restrictions set forth therein (the “New Class A Common Stock”), and a new Class B common stock, no par value per share, of Vantiv, having the rights, preferences, privileges and restrictions set forth therein (the “New Class B Common Stock” and, together with the New Class A Common Stock, the “New Common Stock”), and (y) reclassify each share of Old Common Stock into 175.76049 duly authorized, validly issued, fully paid and non-assessable shares of New Class A Common Stock and (z) cancel and eliminate the Old Common Stock. Vantiv shall file the Amended Charter with the Secretary of State of the State of Delaware in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware, to be effective March 21, 2012, immediately following the effectiveness of the Amended LLCA.
Amendment of Certificate and Bylaws. Recapitalization.................................................................. 49 ---------------- SECTION 6.6 Nasdaq National Market Quotation................................................... 49 -------------------------------- SECTION 6.7 Indemnification and Insurance...................................................... 49 ----------------------------- SECTION 6.8 Employee Benefits; Severance....................................................... 51 ---------------------------- SECTION 6.9 Filing of Form S-8................................................................. 51 ------------------ ARTICLE VII
Amendment of Certificate and Bylaws. Each Investor and Permitted Transferee agrees that it shall not consent in writing or vote or cause to be voted any shares of Common Stock now or hereafter owned or controlled by it in favor of any amendment, repeal, modification, alteration or rescission of, or the adoption of any provision in the Company’s Amended and Restated Certificate of Incorporation or Bylaws inconsistent with Article III of this Agreement unless (i) the Required Holders and (ii) the Management Investors holding a majority of the Common Stock held by all Management Investors consent in writing thereto.
Amendment of Certificate and Bylaws. The Certificate of ----------------------------------- Incorporation and the Bylaws will have been amended on or prior to the Closing Date in a form acceptable to the Purchasers in order to effectuate the transactions contemplated herein. None of the provisions of the Certificate of Incorporation or Bylaws shall prohibit or restrict the authority of the board of directors of the Company, by action of a majority of its members, from amending the Bylaws.
Amendment of Certificate and Bylaws. Each Investor agrees that it ----------------------------------- shall not consent in writing or vote or cause to be voted any shares of Common Stock now or hereafter owned or controlled by it in favor of any amendment, repeal, modification, alteration or rescission of, or the adoption of any provision in the Company's Certificate of Incorporation or Bylaws inconsistent with this Agreement unless CVC consents in writing to such action or votes or cause to be voted all of the shares of Common Stock held by it in favor of such action; provided that CVC shall not consent to any amendment which would -------- adversely affect Masco's right to designate a director to the Company's Board of Directors or remove, or fill any vacancy created with respect to, any director designated by Masco as set forth in Sections 5.2, 5.3, and 5.4 of this Agreement. The Company hereby agrees that it shall not consent in writing or vote or cause to be voted any shares of common stock of DRA held by the Company in favor of any amendment, repeal, modification, alteration or rescission of, or the adoption of any provision in DRA's Certificate of Incorporation or Bylaws inconsistent with this Agreement unless the directors of the Company designated by CVC consent in writing to, or vote in favor of, such action; provided that -------- such directors shall not consent to any amendment which would adversely affect Masco's rights to designate a director to DRA's Board of Directors or remove, or fill any vacancy created with respect to, any director designated by Masco as set forth in Section 5.5, 5.6 and 5.7 of this Agreement.
Amendment of Certificate and Bylaws. After the Merger, each ----------------------------------- Investor agrees that it shall not consent in writing or vote or cause to be voted any shares of Common Stock now or hereafter owned or controlled by it in favor of any amendment, repeal, modification, alteration or rescission of, or the adoption of any provision in the Company's Certificate of Incorporation or Bylaws inconsistent with this Agreement unless Court Square consents in writing to such action or votes or cause to be voted all of the shares of Common Stock held by it in favor of such action.
Amendment of Certificate and Bylaws. Each Investor agrees that it shall not consent in writing or vote or cause to be voted any Securities now or hereafter owned or controlled by it in favor of any amendment, repeal, modification, alteration or rescission of, or the adoption of any provision in the Company's Certificate of Incorporation or Bylaws inconsistent with, this Agreement unless BRS consents in writing to such action or votes or causes to be voted all of the Securities held by it in favor of such action.
