any amendment, modification or repeal of any provision of the Certificate of Incorporation, Bylaws or this Certificate of Designations that adversely affects the rights, preferences or voting powers of the Convertible Preferred Stock (other than an amendment, modification or repeal permitted by Section 9(c)(ii));

#[[Concentrix:Organization]] Certificate of Incorporation and [[Concentrix:Organization]] Bylaws. On or prior to the Distribution Date, [[Organization A:Organization]] and [[Concentrix:Organization]] shall take all necessary actions so that, as of the Effective Time, the [[Concentrix:Organization]] Certificate of Incorporation and the [[Concentrix:Organization]] Bylaws shall become the certificate of incorporation and bylaws of [[Concentrix:Organization]], respectively.

Amendment to Certificate of Incorporation or Bylaws. Permit any amendment to, or any alteration of, its Certificate of Incorporation or its bylaws, which amendment or alteration could reasonably be expected to have a Material Adverse Effect.

Certificate of Incorporation and Bylaws. In addition to any approvals required by Applicable Law, any amendment, modification, supplement or restatement to the Certificate of Incorporation or Bylaws # made during the Restricted Period must be approved by a majority of the Fairmount Independent Directors and # made after the Restricted Period, if such amendment, modification, supplement or restatement is inconsistent with the rights of the Stockholders under this Agreement at such time, must be approved by a majority of the Fairmount Independent Directors.

Borrower’s Restated Certificate of Incorporation, as filed with the Secretary of State of the state in which Borrower is incorporated as set forth in paragraph 2 above; and # Borrower’s Restated Bylaws. Neither such Certificate of Incorporation nor such Bylaws have been further amended, annulled, rescinded, revoked or supplemented, and such Certificate of Incorporation and such Bylaws remain in full force and effect as of the date hereof.

against any amendment to the certificate of incorporation or bylaws of the Company (except for amendments to increase the number of authorized shares of Common Stock); or

Amendment to Certificate of Incorporation or Bylaws. Permit any amendment to, or any alteration of, its Certificate of Incorporation or its bylaws, which amendment or alteration could reasonably be expected to have a Material Adverse Effect.

Bylaws. Copies of the bylaws or comparable operating agreement certified by a secretary or assistant secretary as of the Effective Date to be true and correct and in force and effect as of such date.

Amendment to Certificate of Incorporation. The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined in Section 2) an amendment (the “Amendment”) to the Certificate of Incorporation in the form of Exhibit B attached to this Agreement (as amended by the Amendment, the “Certificate of Incorporation”).

Amendment to Certificate of Incorporation. The Company shall have filed the Amendment with the Secretary of State of Delaware on or prior to the Closing.