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DOCUMENT TITLE:  AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER .
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26 - Amended and Restated Holding Company Charter.
27 - Amended and Restated Holding Company Bylaws.
28 - Remaining Provisions.
29 - Effect of Amendment.
30 - Governing Law.
31 - Severability.
32 - Headings.
33 - Counterparts; Facsimile Signatures.
1 - Name.
2 - Registered Office; Registered Agent.
3 - Purpose.
4 - Capital Stock.
(a) - General.
(b) - Voting.
(c) - Certain Definitions.
(i) - Transfer Restrictions.
(ii) - Automatic Conversion of Class B Common Stock.
(iii) - Automatic Transfer and Exchange of Class B Common Stock.
(iv) - Procedure for Transfers.
(v) - Legends.
(vi) - Retirement of Class B Shares.
(vii) - Reservation of Shares.
(ii) - Redemption of Class R and Class S Common Stock.
(iii) - Procedure for Transfers.
(iv) - Legends.
(v) - Retirement of Class R and S Shares.
(ii) - Automatic Exchange of Class F Stock.
(v) - Retirement of Class F Shares.
(g) - Reclassifications, Subdivisions and Combinations.
(h) - Dividends and Other Distributions.
(i) - Liquidation, Dissolution and Winding Up.
(j) - Fractional Shares.
5 - Limitation of Liability.
6 - Amendment of Bylaws.
7 - Board of Directors.
8 - Stockholder Meetings.
9.1 - Right to Indemnification.
9.2 - Non-Exclusivity of Rights.
9.3 - Indemnification of Persons Other Than Directors and Officers.
10 - Amendments.
Section 1.1 - Annual Meetings.
Section 1.2 - Special Meetings.
Section 1.3 - Nominations and Stockholder Business.
Section 1.4 - Notice of Meetings.
Section 1.5 - Adjournments.
Section 1.6 - Quorum.
Section 1.7 - Voting; Proxies.
Section 1.8 - Organization.
Section 1.9 - Inspectors.
Section 1.10 - Fixing Date for Determining Stockholders of Record.
Section 1.11 - List of Stockholders Entitled to Vote.
Section 2.1 - Powers; Number; Qualifications.
Section 2.2 - Election; Term of Office; Resignation; Vacancies.
Section 2.3 - Regular Meetings.
Section 2.4 - Special Meetings.
Section 2.5 - Notices of Board of Directors Meetings.
Section 2.6 - Quorum and Manner of Acting.
Section 2.7 - Participation in Meetings by Conference Telephone Permitted.
Section 2.8 - Organization.
(a) - Duties of the Chairman.
(b) - Duties of the Deputy Chairman.
Section 2.10 - Committees of Directors.
Section 2.11 - Compensation of Directors.
Section 2.12 - Action by Directors Without a Meeting.
Section 2.13 - Emergency Bylaws.
Section 3.1 - Officers Designated.
Section 3.2 - Additional Officers.
Section 3.3 - Tenure of Office.
Section 3.4 - Powers and Duties of Officers.
(a) - Duties of the Chief Executive Officer.
(b) - Duties of the President.
(c) - Duties of the Chief Operating Officer.
(d) - Duties of the Chief Financial Officer.
Section 3.6 - Vacancies.
(e) - Duties of the Controller.
(f) - Duties of the Treasurer.
(g) - Duties of the Secretary.
(h) - Discretion of the Board of Directors as to Officer Duties.
Section 3.5 - Resignations.
Section 3.7 - Delegation of Duties.
Section 4.1 - Certificates; Uncertificated Shares.
Section 4.2 - Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates.
Section 4.3 - Transfer of Stock.
Section 5.1 - Fiscal Year.
Section 5.2 - Notices.
Section 5.3 - Waiver of Notice of Meetings of Stockholders, Directors and Committees.
Section 5.4 - Facsimiles.
Section 5.5 - Books and Records; Registered Stockholders.
Section 5.6 - Form of Records.
Section 5.7 - Reliance upon Books, Reports and Records.
Section 5.8 - Depositories.
Section 5.9 - Contracts, etc.
Section 5.10 - Stock in Other Corporations.
Section 5.11 - Indemnification.
Section 5.12 - Amendment of Bylaws.
Section 5.13 - Seal.