Governing Documents. The Company shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to amend, their respective certificates of incorporation, bylaws or other governing instruments.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Oriole Homes Corp), Agreement and Plan of Merger (Loeb Partners Corp), Agreement and Plan of Merger (BCT International Inc /)
Governing Documents. The Company shall not, and shall not permit any of its subsidiaries to, amend or propose to amend, nor shall it permit any amend its articles of its Subsidiaries to amend, their respective certificates of incorporation, bylaws incorporation or other governing instrumentsby-laws (or similar organizational documents).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Wallace Computer Services Inc), Agreement and Plan of Merger (International Business Machines Corp), Agreement and Plan of Merger (Graphic Industries Inc)
Governing Documents. The Company shall not, and shall not permit any of the Subsidiaries to, amend or propose to amend, nor shall it permit any amend its certificate of its Subsidiaries to amend, their respective certificates of incorporation, incorporation or bylaws (or other governing instrumentssimilar organizational documents).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Railtex Inc), Agreement and Plan of Merger (Railamerica Inc /De), Agreement and Plan of Merger (Rgi Holdings Inc)
Governing Documents. The Company shall not amend or propose to amendamend the Company Charter or Company Bylaws, nor and shall it permit any cause each of its Subsidiaries not to amend, their respective certificates amend or propose to amend its certificate of incorporation, incorporation or bylaws or other governing instruments.similar organizational or governance documents;
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (CommerceHub, Inc.), Agreement and Plan of Merger (Lions Gate Entertainment Corp /Cn/)
Governing Documents. The Company shall not amend or propose to amend, nor amend the Company Certificate of Incorporation or the Company Bylaws and shall it not permit any of its Subsidiaries to amend, their respective certificates amend or propose to amend its certificate of incorporation, incorporation or bylaws or other governing instrumentssimilar organizational documents, provided that the organizational documents of Subsidiaries may be amended in a way that is not material.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lyondell Chemical Co), Agreement and Plan of Merger (Huntsman CORP), Agreement and Plan of Merger (AI Chemical Investments LLC)
Governing Documents. The Company shall not, and shall not permit any of its subsidiaries to, amend or propose to amend, nor shall it permit amend its articles or certificate of incorporation or bylaws (or similar organizational documents) in any of its Subsidiaries way which would be adverse to amend, their respective certificates of incorporation, bylaws or other governing instrumentsPurchaser's rights under this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Winsloew Furniture Inc), Agreement and Plan of Merger (Winsloew Furniture Inc), Agreement and Plan of Merger (Winsloew Furniture Inc)
Governing Documents. The Company shall not, and shall not -------------------- permit any of its subsidiaries to, amend or propose to amend, nor shall it permit any amend its certificate of its Subsidiaries to amend, their respective certificates of incorporation, bylaws incorporation or other governing instrumentsby-laws (or similar organizational documents).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Curtis Helene Industries Inc /De/), Agreement and Plan of Merger (Curtis Helene Industries Inc /De/), Agreement and Plan of Merger (Conopco Acquisition Co Inc)
Governing Documents. The Company shall not (i) amend or propose to amendamend the Company Certificate of Incorporation, nor shall it the Company Bylaws or other similar organizational documents, and (ii) permit any of its Subsidiaries to amend, their respective certificates amend or propose to amend its certificate of incorporation, bylaws or other governing instrumentssimilar organizational documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Epl Oil & Gas, Inc.), Agreement and Plan of Merger (Energy Xxi (Bermuda) LTD)
Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, make any change or amendment to amend, their respective certificates articles of incorporation, bylaws or other governing instrumentssimilar organizational materials.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Journal Media Group, Inc.), Agreement and Plan of Merger (Gannett Co., Inc.)
Governing Documents. The Company shall not amend or propose to amendamend the Company Articles or Company Bylaws, nor and shall it permit any cause each of its Subsidiaries not to amend, their respective certificates amend or propose to amend its certificate of incorporation, incorporation or bylaws or other governing instrumentssimilar organizational or governance documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Finish Line Inc /In/), Agreement and Plan of Merger
Governing Documents. The Company shall not amend or propose to amendamend the Company Charter or Company Bylaws, nor and shall it permit any cause each of its Subsidiaries not to amend, their amend or propose to amend its respective certificates certificate of incorporation, incorporation or bylaws or other governing instrumentssimilar organizational or governance documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liberty Interactive Corp), Agreement and Plan of Merger (HSN, Inc.)
Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, make any change or amendment to amend, their respective certificates certificate of incorporation, bylaws by-laws or other governing instrumentssimilar organizational documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Johnson Controls Inc), Agreement and Plan of Merger (York International Corp /De/)
Governing Documents. The Company shall not, and shall cause its Subsidiaries not to, amend or propose to amend, nor shall it permit amend the Company Certificate of Incorporation or the Company Bylaws or organizational documents of any of its Subsidiaries to amend, their respective certificates of incorporation, bylaws or other governing instrumentsthe Company’s Subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Owens & Minor Inc/Va/), Agreement and Plan of Merger (Medical Action Industries Inc)
Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, make any change or amendment to amend, their respective certificates articles of incorporationorganization, bylaws or other governing instrumentssimilar organizational documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nashua Corp), Agreement and Plan of Merger (Nashua Corp)
Governing Documents. The Company shall not amend or propose to amend, nor shall it permit any of its Subsidiaries subsidiaries to amend, their respective certificates of incorporation, bylaws by-laws or other governing instruments.
Appears in 2 contracts
Samples: Exhibit 2 Agreement and Plan of Merger (Taco Cabana Inc), Agreement and Plan of Merger (Carrols Corp)
Governing Documents. The Company shall not amend or propose to amendnot, nor shall it cause or permit any of the Company Subsidiaries to, amend its Subsidiaries to amend, their respective certificates Articles or Certificate of incorporation, bylaws Incorporation or other governing instrumentsBylaws.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Upgrade International Corp /Fl/), Agreement and Plan of Reorganization (Pathways Group Inc)
Governing Documents. The Company shall not amend or propose to amendamend the Company Charter, nor shall it permit the Bylaws or the Charter Documents of any of its Subsidiaries to amend, their respective certificates of incorporation, bylaws or other governing instrumentsthe Subsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Concentra Operating Corp), Agreement and Plan of Merger (Occupational Health & Rehabilitation Inc)
Governing Documents. The Company shall not amend or propose to amend, nor amend the Company Charter or Company Bylaws and shall it permit any cause each of its Subsidiaries not to amend, their amend or propose to amend its respective certificates certificate of incorporation, incorporation or bylaws or other similar organizational or governing instrumentsdocuments.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Expedia Group, Inc.), Agreement and Plan of Merger (Liberty Expedia Holdings, Inc.)
Governing Documents. The Company shall not amend or propose to amendamend its Second Amended and Restated Certificate of Incorporation or Fourth Amended and Restated Bylaws, nor shall it permit any of its Subsidiaries to amend, their respective certificates amend or propose to amend its charter or bylaws in any manner that would hinder the consummation of incorporation, bylaws or other governing instrumentsthe transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forest Oil Corp), Agreement and Plan of Merger (Mariner Energy Inc)
Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, make any change or amendment to amend, their respective certificates certificate of incorporationformation, bylaws operating agreement or other governing instrumentscomparable organizational documents with different names.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ani Pharmaceuticals Inc), Agreement and Plan of Merger (Ani Pharmaceuticals Inc)
Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, make any change or amendment to amend, their respective certificates articles of incorporation, bylaws or other governing instrumentssimilar organizational documents.
Appears in 2 contracts
Samples: Agreement of Merger (Cenveo, Inc), Agreement of Merger (Cadmus Communications Corp/New)
Governing Documents. The Company shall not amend or propose to amendnot, nor shall it permit ------------------- any of its Subsidiaries to, amend or propose to amend, their respective certificates amend its certificate of incorporation, incorporation or bylaws (or other governing instrumentsorganizational documents).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Banctec Inc), Agreement and Plan of Merger (Banctec Inc)
Governing Documents. The Company shall not amend or propose to amend, nor amend the Company Certificate of Formation or the Company LLC Agreement and shall it not permit any of its Subsidiaries to amend, their respective certificates amend or propose to amend its certificate of incorporation, incorporation or bylaws or other governing instrumentssimilar or Organizational Documents.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nexeo Solutions Holdings, LLC), Agreement and Plan of Merger (WL Ross Holding Corp.)
Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, make any change or amendment to amend, their respective certificates articles of incorporation, bylaws by-laws or other governing instrumentssimilar organizational documents.
Appears in 1 contract
Governing Documents. The Company shall not amend or propose to amendamend or otherwise change Company’s certificate of incorporation or bylaws or similar governance documents, nor shall it Company permit any of its Subsidiaries to amend, their respective certificates amend or propose to amend or otherwise change its certificate of incorporation, incorporation or bylaws or other governing instrumentssimilar governance documents, in each case, except to the extent required to comply with applicable Law, the provisions of this Agreement or the Ancillary Agreements.
Appears in 1 contract
Governing Documents. The Company shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to amend, their respective certificates of incorporation, bylaws by-laws or other governing instruments.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Concord Assets Group Inc)
Governing Documents. The Company shall not, -------------------- and shall not permit any of its subsidiaries to, amend or propose to amend, nor shall it permit any amend its certificate of its Subsidiaries to amend, their respective certificates of incorporation, bylaws incorporation or other governing instrumentsby-laws (or similar organizational documents).
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Business Machines Corp)
Governing Documents. The Company shall not amend or propose to amend, nor shall it permit any of its Subsidiaries subsidiaries to amend, their respective certificates the articles of incorporationincorporation (or similar constitutive documents) or by-laws of the Company or any of its subsidiaries, bylaws or other governing instruments.except as required by Section 3.01(n). (e)
Appears in 1 contract
Samples: 1 Agreement and Plan of Merger (Ajk Enterprises Inc)
Governing Documents. The Company shall not amend or propose to amendamend its, nor shall it or permit any Subsidiary to amend its, Certificate of its Subsidiaries to amend, their respective certificates of incorporation, bylaws Incorporation or other governing instruments.Bylaws (or comparable organizational documents). (e)
Appears in 1 contract
Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, make any change or amendment to amend, (i) their respective certificates articles of incorporation, bylaws or other governing instrumentssimilar organizational documents or (ii) any material term of any outstanding security issued by the Company or any of its Subsidiaries.
Appears in 1 contract
Governing Documents. The Company shall not amend or propose to amendamend or otherwise change Company's certificate of incorporation or bylaws or similar governance documents, nor shall it Company permit any of its Subsidiaries to amend, their respective certificates amend or propose to amend or otherwise change its certificate of incorporation, incorporation or bylaws or other governing instrumentssimilar governance documents, in each case, except to the extent required to comply with applicable Law, the provisions of this Agreement or the Ancillary Agreements.
Appears in 1 contract
Governing Documents. The Company shall not amend or propose to amendamend its Articles of Incorporation or Bylaws or terms of its capital stock, nor and shall it not permit any of its Subsidiaries to amend, their amend or propose to amend its respective certificates formation and organizational documents or terms of incorporation, bylaws or other governing instrumentsits capital stock.
Appears in 1 contract
Governing Documents. The Company shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to amend, their respective certificates the articles or certificate of incorporation, bylaws incorporation (or other governing instrumentssimilar constitutive documents) or by-laws of the Company or any of its Subsidiaries.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Northbay Financial Corp)
Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, make any change or amendment to amend, their respective certificates articles of incorporation, bylaws or other governing instrumentscomparable organizational documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Assisted Living Concepts Inc)
Governing Documents. The Company shall not amend or propose to amendnot, nor shall it permit any of its Subsidiaries to amendto, amend their respective certificates Certificates of incorporationIncorporation, bylaws Bylaws or other governing instrumentscomparable organizational documents.
Appears in 1 contract
Governing Documents. The Company shall not amend or propose to amend, nor shall it amend the Charter or its bylaws or permit any Company Subsidiary to amend its articles of its Subsidiaries to amend, their respective certificates of incorporation, incorporation or bylaws (or other governing instrumentscomparable charter or organizational documents).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bedford Property Investors Inc/Md)
Governing Documents. The Company shall not amend or propose to amendnot, nor shall it cause or permit any of its Subsidiaries to amendto, their respective certificates amend its Articles or Certificate of incorporation, bylaws Incorporation or other governing instrumentsBylaws.
Appears in 1 contract
Governing Documents. The Company shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to amend, their respective certificates the charter (or similar constitutive documents) or bylaws of incorporation, bylaws the Company or other governing instrumentsany of its Subsidiaries.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Corrections Corporation of America)
Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, make any change or amendment to amend, their respective certificates its articles of incorporation, bylaws or other governing instrumentssimilar organizational documents.
Appears in 1 contract
Governing Documents. The Company shall not amend or propose to amend, nor shall it permit any of its Subsidiaries subsidiaries to amend, their respective certificates the charter (or similar constitutive documents) or by-laws of incorporation, bylaws the Company or other governing instrumentsany of its subsidiaries.
Appears in 1 contract
Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, make any change or amendment to amend, their respective certificates of incorporation, bylaws by-laws or other governing instrumentssimilar organizational documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Turbosonic Technologies Inc)
Governing Documents. The Company shall not amend or restate, or propose to amendamend or restate the Company Charter or Company Bylaws, nor and shall it permit any cause each Company Subsidiary not to amend or restate or propose to amend or restate its certificate of its Subsidiaries to amend, their respective certificates of incorporation, incorporation or bylaws or other governing instruments.similar organizational or governance documents;
Appears in 1 contract
Samples: Agreement and Plan of Merger (Zimmer Biomet Holdings, Inc.)
Governing Documents. The Company shall not, and shall not permit ------------------- any of its Subsidiaries to, amend or propose to amend, nor shall it permit any of its Subsidiaries to amend, amend their respective certificates articles or certificate of incorporation, bylaws by-laws or other governing instrumentsdocuments.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ea Engineering Acquisition Corp)
Governing Documents. The Company shall not amend or propose to amend, nor amend the Company Certificate and shall it not permit any of its Subsidiaries to amend, their respective certificates amend or propose to amend its certificate of incorporation, incorporation or bylaws or other governing instrumentssimilar or Organizational Documents.
Appears in 1 contract
Samples: Transaction Agreement (Avista Healthcare Public Acquisition Corp.)
Governing Documents. The Company shall not, and shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to, make any change or amendment to amend, their respective certificates its articles of incorporationorganization, bylaws or other governing instrumentssimilar organizational documents.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Dentex Corp /Ma/)
Governing Documents. The Company shall not amend or propose to amendamend the Company Charter or Company Bylaws, nor and shall it permit any cause each of its Subsidiaries not to amend, their respective certificates amend or propose to amend its certificate of incorporation, incorporation or bylaws or other governing instrumentssimilar organizational or governance documents.
Appears in 1 contract
Governing Documents. The Company shall not amend or restate, or propose to amendamend or restate the Company Charter or Company Bylaws, nor and shall it permit any cause each of its Subsidiaries not to amend, their respective certificates amend or propose to amend or restate its certificate of incorporation, incorporation or bylaws or other governing instruments.similar organizational or governance documents;
Appears in 1 contract
Governing Documents. The Company shall not amend or propose to amend, nor shall it permit any of its Subsidiaries to amend, their respective certificates of incorporation, bylaws by-laws or other governing instruments.. 14
Appears in 1 contract
Samples: Agreement and Plan of Merger (Milestone Properties Inc)
Governing Documents. The Company shall not amend or propose to amend, nor amend the Governance Instruments and shall it permit any cause each of its Subsidiaries not to amend, their amend or propose to amend its respective certificates certificate of incorporation, incorporation or bylaws or similar organizational or governing documents, other governing instrumentsthan in the case of any such Subsidiary, ministerial or administrative changes not adverse to the interests of Parent.
Appears in 1 contract
Governing Documents. The Company shall not amend or propose to amendnot, nor shall it permit any of its Subsidiaries to amendto, their respective certificates or propose to, amend Company’s articles of incorporation, incorporation or bylaws or other governing instrumentsany equivalent organizational documents of the Subsidiaries of Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Meta Financial Group Inc)
