Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBC.
Appears in 51 contracts
Samples: Underwriting Agreement (Rand Acquisition Corp. II), Underwriting Agreement (Rand Acquisition Corp. II), Underwriting Agreement (Rand Acquisition Corp. II)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBCthe Representative.
Appears in 23 contracts
Samples: Underwriting Agreement (Beverage Acquisition CORP), Underwriting Agreement (Stone Tan China Acquisition Corp.), Underwriting Agreement (Camden Learning CORP)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBCLadenburg.
Appears in 18 contracts
Samples: Underwriting Agreement (Capital Ten Acquisition Corp.), Underwriting Agreement (Renaissance Acquisition Corp.), Underwriting Agreement (QuadraPoint Acquisition Corp.)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBCMJ.
Appears in 10 contracts
Samples: Underwriting Agreement (Taliera CORP), Underwriting Agreement (Taliera CORP), Underwriting Agreement (Stone Tan China Acquisition Corp.)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBCthe Representatives.
Appears in 8 contracts
Samples: Underwriting Agreement (New Asia Partners China I Corp), Underwriting Agreement (New Asia Partners China I Corp), Underwriting Agreement (New Asia Partners China I Corp)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBC.Xxxxxx Xxxxxx & Co.
Appears in 7 contracts
Samples: Underwriting Agreement (Oakmont Acquisition Corp.), Underwriting Agreement (Global Technology Industries, Inc.), Underwriting Agreement (Oakmont Acquisition Corp.)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would reasonably be expected to cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBC.
Appears in 7 contracts
Samples: Underwriting Agreement (Pacific Monument Acquisition Corp), Underwriting Agreement (Pacific Monument Acquisition Corp), Underwriting Agreement (Pacific Monument Acquisition Corp)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBCXxxxxx.
Appears in 7 contracts
Samples: Underwriting Agreement (InterAmerican Acquisition Group Inc), Underwriting Agreement (InterAmerican Acquisition Group Inc), Underwriting Agreement (InterAmerican Acquisition Group Inc)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBC.
Appears in 7 contracts
Samples: Underwriting Agreement (57th Street General Acquisition Corp), Underwriting Agreement (57th Street General Acquisition Corp), Underwriting Agreement (57th Street General Acquisition Corp)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Amended and Restated Certificate of Incorporation without the prior written consent of EBC.
Appears in 6 contracts
Samples: Underwriting Agreement (Terra Nova Acquisition CORP), Underwriting Agreement (Terra Nova Acquisition CORP), Underwriting Agreement (Terra Nova Acquisition CORP)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBCGranite.
Appears in 5 contracts
Samples: Underwriting Agreement (InterAmerican Acquisition Group Inc), Underwriting Agreement (InterAmerican Acquisition Group Inc), Underwriting Agreement (InterAmerican Acquisition Group Inc)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation or Bylaws without the prior written consent of EBCthe Representative.
Appears in 4 contracts
Samples: Underwriting Agreement (Staccato Acquisition Corp.), Underwriting Agreement (Staccato Acquisition Corp.), Underwriting Agreement (Symphony Acquisition Corp.)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBCSunrise.
Appears in 4 contracts
Samples: Underwriting Agreement (International Metal Enterprises, Inc.), Underwriting Agreement (International Metal Enterprises, Inc.), Underwriting Agreement (International Metal Enterprises, Inc.)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBC.
Appears in 4 contracts
Samples: Underwriting Agreement (KBL Healthcare Acquisition Corp. II), Underwriting Agreement (KBL Healthcare Acquisition Corp. II), Underwriting Agreement (Millstream II Acquisition CORP)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBCthe Representative (such consent not to be unreasonably withheld).
Appears in 4 contracts
Samples: Underwriting Agreement (Restaurant Acquisition Partners, Inc.), Warrant Agreement (Restaurant Acquisition Partners, Inc.), Underwriting Agreement (Lumax Acquisition Corp.)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate certificate of Incorporation incorporation or Bylawsby-laws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate certificate of Incorporation incorporation or bylaws without the prior written consent of EBCMxxxxxx Lxxxx.
Appears in 4 contracts
Samples: Purchase Agreement (Tremisis Energy Acquisition CORP II), Purchase Agreement (Tremisis Energy Acquisition CORP II), MBF Healthcare Acquisition Corp.
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBCthe Underwriters (such consent not to be unreasonably withheld).
Appears in 4 contracts
Samples: Underwriting Agreement (Restaurant Acquisition Partners, Inc.), Underwriting Agreement (Restaurant Acquisition Partners, Inc.), Underwriting Agreement (Restaurant Acquisition Partners, Inc.)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation Incorporation, as amended, or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without with the prior written consent of EBC.
Appears in 3 contracts
Samples: Underwriting Agreement (Rand Acquisition CORP), Underwriting Agreement (Rand Acquisition CORP), Underwriting Agreement (Rand Acquisition CORP)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would reasonably be expected to cause the Company to be in breach or violation of its Bylaws or Certificate of Incorporation or Bylaws. Prior to the consummation of a Business CombinationIncorporation, the Company will not amend its Certificate of Incorporation without the prior written consent of EBCas amended.
Appears in 3 contracts
Samples: Underwriting Agreement (Empeiria Acquisition Corp), Underwriting Agreement (Empeiria Acquisition Corp), Underwriting Agreement (Empeiria Acquisition Corp)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Certificate of Incorporation Incorporation, as amended, or Bylaws, as amended. Prior to the consummation of a Business CombinationCombination or until the distribution of the Trust Fund, the Company will not amend its Amended and Restated Certificate of Incorporation without the prior written consent of EBCthe Representatives, which consent shall not be unreasonably withheld.
Appears in 3 contracts
Samples: Underwriting Agreement (Santa Monica Media CORP), Underwriting Agreement (Santa Monica Media CORP), Underwriting Agreement (Santa Monica Media CORP)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBCShemano.
Appears in 2 contracts
Samples: Underwriting Agreement (Santa Monica Media CORP), Underwriting Agreement (Viceroy Acquisition CORP)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend certain provisions of its Certificate of Incorporation without (as set forth in the Certificate of Incorporation) without: (a) the prior written consent of EBCholders holding not less than 95% of the Public Securities and (b) providing prior written notice to the Representative of its intention to amend such provision(s).
Appears in 2 contracts
Samples: Underwriting Agreement (Camden Learning CORP), Underwriting Agreement (Camden Learning CORP)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a an Initial Business Combination, except in accordance with its Certificate of Incorporation, the Company will not amend its Certificate of Incorporation or Bylaws without the prior written consent of EBCthe Representatives.
Appears in 2 contracts
Samples: Underwriting Agreement (Chart Acquisition Corp.), Underwriting Agreement (Chart Acquisition Corp.)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBCJesup and Xxxxxx.
Appears in 2 contracts
Samples: Underwriting Agreement (Alyst Acquisition Corp.), Underwriting Agreement (Alyst Acquisition Corp.)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate certificate of Incorporation incorporation or Bylawsby-laws. Prior to the consummation of a Business Combination, the Company will not amend Section [ ] or [ ] of its Certificate certificate of Incorporation incorporation or Section [ ] or [ ] of its bylaws without the prior written consent of EBCthe Representative.
Appears in 2 contracts
Samples: Purchase Agreement (National Energy Resources Acquisition CO), Purchase Agreement (National Energy Resources Acquisition CO)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation Incorporation, as amended, or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBC.Xxxxxx Xxxxxx & Co.
Appears in 2 contracts
Samples: Underwriting Agreement (Aldabra Acquisition CORP), Underwriting Agreement (Aldabra Acquisition CORP)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBCCGF (such consent not to be unreasonably withheld).
Appears in 2 contracts
Samples: Underwriting Agreement (Restaurant Acquisition Partners, Inc.), Underwriting Agreement (Restaurant Acquisition Partners, Inc.)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a an Initial Business Combination, in accordance with the Certificate of Incorporation, the Company will not amend its Certificate of Incorporation or Bylaws without the prior written consent of EBCthe Representative.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business CombinationCombination or until the distribution of the Trust Fund referred to in Section 7.7 hereof, the Company will not amend its Certificate of Incorporation without the prior written consent of EBCXxxxxxxx.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate certificate of Incorporation incorporation or Bylawsby-laws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate certificate of Incorporation incorporation or bylaws without the prior written consent of EBCXxxxxxx Xxxxx.
Appears in 1 contract
Samples: Mistral Acquisition CO
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBCChardan.
Appears in 1 contract
Samples: Underwriting Agreement (InterAmerican Acquisition Group Inc)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a an Initial Business Combination, the Company will not amend its Certificate of Incorporation or Bylaws without the prior written consent of EBCthe Representatives.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBC.
Appears in 1 contract
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business CombinationCombination or until the distribution of the Trust Fund referred to in Section 8.8 hereof, the Company will not amend its Certificate of Incorporation without the prior written consent of EBC.
Appears in 1 contract
Samples: Underwriting Agreement (Millstream II Acquisition CORP)
Certificate of Incorporation and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBCJesup & Xxxxxx.
Appears in 1 contract
