Approval of Amended and Restated Certificate of Incorporation Sample Clauses

Approval of Amended and Restated Certificate of Incorporation. On each of the Closing Dates, the Amended and Restated Certificate of Incorporation of the Company shall have been properly and validly filed with the Secretary of State of the State of Delaware, and shall be in full force and effect, which Amended and Restated Certificate of Incorporation shall include the Certificate of Designations, Preferences and Rights for each of the Series A Preferred Stock and the Series B Preferred Stock and shall also comply with the provisions of Section 6.18 below.
Sample 1
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Approval of Amended and Restated Certificate of Incorporation. Each Controlling Stockholder hereby agrees that, immediately after the Effective Time and upon receipt or issuance of its Controlling Stockholder Shares pursuant to the Merger Agreement, such Controlling Stockholder shall (a) vote or give consent with respect to the Controlling Stockholder Shares and any New Shares held by such Controlling Stockholder in favor of (i) amending the Amended and Restated Certificate of Incorporation of Parent in its entirety to read as set forth on Exhibit B hereto (the “Charter Amendment”), (ii) authorizing the Board of Directors of Parent (the “Board”) to cause certain officers of Parent to file the Charter Amendment with the office of the Secretary of State of the State of Delaware and (iii) authorizing the Board to take such other actions as it or any committee thereof may reasonably decide to be necessary to effect the Charter Amendment and (b) vote the Controlling Stockholder Shares and any New Shares held by it against (and not consent to) any amendment of the Charter Amendment, any other amendment to the Amended and Restated Certificate of Incorporation of Parent or the Bylaws of Parent in a manner inconsistent with the provisions of this Agreement.
Sample 1
Approval of Amended and Restated Certificate of Incorporation. SpinalCyte agrees to vote its shares of Series A Preferred Stock of FibroBiologics to approve the Amended and Restated Certificate of Formation of FibroBiologics in the form attached hereto as Exhibit A (the “Amended Charter”).
Sample 1

Related to Approval of Amended and Restated Certificate of Incorporation

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation.

  • Articles of Incorporation; Bylaws (a) At the Effective Time, the articles of incorporation of Merger Sub shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by applicable Law.

  • Amendment of Certificate of Incorporation (a) The Corporation reserves the right to supplement, amend or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the State of Delaware and this Certificate of Incorporation, and all rights conferred on shareholders, directors and officers herein, if any, are granted subject to this reservation.

  • Certificate of Incorporation, Bylaws, and Minute Books The copies of the Articles of Incorporation and of the Bylaws of GMEC which have been delivered to Concept X are true, correct and complete copies thereof. The minute book of GMEC, which has been made available for inspection, contains accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the Shareholder of GMEC since the date of incorporation and accurately reflects all transactions referred to in such minutes and consents in lieu of meetings.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Amendment of Bylaws In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

  • Amendment to Certificate of Incorporation The Depositor will not amend its Certificate of Incorporation or state of incorporation without prior notice to the Rating Agencies, the Indenture Trustee, and the Credit Enhancer.

  • Certificate of Incorporation; By-laws (a) At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation.

  • The Certificate of Incorporation of the --------- Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least seventy-five percent of the outstanding shares of Series A Junior Participating Preferred Stock, voting together as a single class.

  • Certificate of Incorporation The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law.

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