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sale, transfer or other disposition, pledge,
encumbering or assignment by the corporation of all or
any portion of its limited liability company interest
in Liberty Bell I, LLC; (c) the amendment of this
Restated Certificate of Incorporation; (d) the issuance
by the corporation of any shares of capital stock, or
any other securities or options or warrants to purchase
any shares of capital stock or other securities;
(e) the declaration of any dividends with respect to
the Common Stock; (f) the sale or redemption of the
shares of MergerSub Participating Preferred Stock held
by the corporation prior to June 30, 2003 other than in
accordance with the terms thereof or of the
CBM MergerSub Corp. Shareholders Agreement among
CBM MergerSub Corp., Reed Elsevier U.S. Holdings Inc.,
Reed Elsevier Overseas BV and the corporation dated as
of July 28, 1998 * * * (the “MergerSub Shareholders
Agreement”); (g) the sale or redemption of the shares
of MergerSub Voting Preferred Stock held by the
corporation prior to June 30, 2003 other than in
accordance with the terms of the Shareholder Agreement;
(h) the approval by the Board of Directors of any
action taken by the corporation with respect to any
shareholder resolution relating to a change in the
Restated Certificate of Incorporation of CBM MergerSub
Corp. or any successor entity, or a modification of the
terms of the MergerSub Participating Preferred Stock or
the MergerSub Voting Preferred Stock, except for an
increase in the authorized shares of Common Stock of
CBM MergerSub Corp., (i) the approval by the Board of
Directors of any action taken by the corporation with
respect to any shareholder resolution relating to the
liquidation or dissolution of CBM MergerSub Corp. or
any successor corporation, the merger into or
consolidation with another entity of CBM MergerSub
Corp. or any successor corporation unless the
certificate of incorporation of the surviving
corporation in such merger or consolidation is the
Restated Certificate of Incorporation of Matthew Bender
& Company, Incorporated, immediately after giving
effect to the merger of CBM MergerSub Corp. with and
into Matthew Bender & Company, Incorporated, without
any amendment or restatement; (j) the amendment of the
Stockholders Agreement or (k) the amendment of the
MergerSub Shareholders Agreement.
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