Example ContractsClausesAmendment of Bylaws and Charter of Viacom
Remove:

Organizational Documents” means any charter, certificate of incorporation, articles of association, partnership agreement, limited liability agreement, bylaws, operating agreement or similar formation or governing documents and instruments.

a certificate of the secretary of each Loan Party, certifying as to its certificate of formation or other applicable charter document and the operating agreement or bylaws, as applicable, of such Loan Party, the incumbency of its officers executing Loan Documents on such Loan Date and their specimen signatures and resolutions adopted by its board of directors authorizing this First Amendment and the other First Amendment Documents (defined below) to which such Loan Party is a party; and

BRPA A&R Charter. BRPA shall have adopted the BRPA A&R Charter.

amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights of the Holder unless consented to by the Holder;

/

Viacom hereby authorizes Dauman to continue during the Continuation Period to explore a possible minority and non-controlling investment (the “Paramount Investment”) in Paramount Pictures Corporation and Viacom’s filmed entertainment business (the “Paramount Business”) including, without limitation, to engage financial, legal and other advisors and counsel to assist in such exploration at Viacom’s cost and expense (subject to the Viacom Board’s supervision and directions on or after the Effective Date); provided, however, that no such prospective Paramount Investment shall contain terms that would grant the prospective investor the right to, and shall include commitments by the prospective investor during the term of its investment in the Paramount Business not to seek, or otherwise attempt to gain, any right to (and not to request a waiver of such commitment) # acquire a controlling interest in the Paramount Business (including by acquisition of a majority of the voting power thereof) without the Viacom Board’s prior consent and NAI’s prior written consent as would be required under the Charter as set forth in [Section 4(b)] above, # approve or consent to any merger, change of control or other sale transaction involving Viacom, Paramount Pictures Corporation or the Paramount Business, or # cause a merger, change of control or other sale transaction involving Viacom, Paramount Pictures Corporation or the Paramount Business.

to enter into any agreement or arrangement which provides for, or is reasonably likely to result in, the incurrence of any liability or the payment of any amounts by the Company (whether through breach of representation, warranty or covenant, liquidated or unliquidated damages, termination right, break-up fees or other provisions) based upon or resulting from the resolution of the claims alleged in the Action as defined in the Status Quo Order (whether by Court order, settlement or otherwise) regarding the validity of # the stockholder written consent delivered by NAI and Holdings to Viacom amending certain provisions of the Amended and Restated Bylaws of Viacom or # the stockholder written consent delivered by NAI and Holdings to Viacom purporting to remove the Incumbent Directors from the board of directors of Viacom and to fill their purported vacancies with the New Directors as defined in the Status Quo Order; or

Viacom and Dauman agree that throughout the Continuation Period the Viacom Board may continue to meet in executive session, without Dauman, Dooley or any other members or former members of management of Viacom present. Viacom and Dauman further agree throughout the Continuation Period to make available to the members of the Viacom Board, including the New Directors, the executives of, and information regarding, Viacom and of any of its subsidiaries when and if reasonably requested by the members of the Viacom Board.

Operating Document” means with respect to any corporation, public limited company, limited company, limited liability company, partnership, or other legally authorized incorporated or unincorporated entity, the bylaws, charter, operating agreement, partnership agreement, or other applicable documents relating to the operation, governance or management of such entity.

The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. Unless consented to in writing by Indemnitee, no amendment, alteration or repeal of the charter or Bylaws of the Company, this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy.

the Charter Amendment shall have been filed with the Secretary of State of Nevada; and

Load more...
Select clause to view document information.

Draft better contracts
faster with AllDrafts

AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.

And AllDrafts generates clean Word and PDF files from any draft.