Company Charter Documents. The Company has heretofore made available to Parent a complete and correct copy of the Company Charter Documents and equivalent organizational documents, each as amended to date, of the Company and each Material Subsidiary. Except as disclosed in Section 3.2 of the Company Disclosure Schedule, the Company has delivered to Parent accurate and complete copies of the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders or equityholders, as applicable, of the Company and each of the Material Subsidiaries, the board of directors of the Company, all committees thereof and the boards of directors or equivalent governing body of each of the Material Subsidiaries, in each case from and after November 1, 2009. Such Company Charter Documents and equivalent organizational documents are in full force and effect. Neither the Company nor any Company Subsidiary is in violation of any of the provisions of the Company Charter Documents or equivalent organizational documents. Neither the Company nor any of the Company Subsidiaries has taken any action that is inconsistent in any material respect with any resolution adopted by the Company’s shareholders, the board of directors of the Company or any committee thereof.
Company Charter Documents. “Company Charter Documents” shall have the meaning set forth in Section 2.1 of the Agreement.
Company Charter Documents. “Company Charter Documents” shall mean the Company’s certificate of incorporation and bylaws, each as amended.
Company Charter Documents. The Company has delivered or made available to Parent prior to the Effective Date complete and correct copies of the Company’s articles of incorporation and bylaws and the Shareholders Agreement, each as amended to date (collectively, the “Charter Documents”). The Company has delivered or made available to Parent prior to the Effective Date complete and correct copies of the minutes and other records of all meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders of the Company, the Company Board, and all committees thereof. The Charter Documents are in full force and effect. The Company is not in violation of any of the provisions of the Charter Documents and/or its code of conduct. The Company has not taken any action that is inconsistent in any material respects with any resolution adopted by the Company’s shareholders, the Company Board or any committee thereof.
Company Charter Documents. The Company has made available to ABI complete and correct copies of the Company’s Charter Documents, each as in effect or adopted on the date hereof. The Charter Documents of the Company and Diblo are in full force and effect. None of the Company or Diblo is in violation of any provision of its Charter Documents, except as (i) has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (ii) would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby.
Company Charter Documents. The Company has delivered or made available to Parent prior to the date hereof a complete and correct copy of the articles of association, as amended to date, of the Company and a complete and correct copy of the memorandum of association, as amended to date, of the Company (collectively, the “Charter Documents”). The Company has delivered or made available to Parent prior to the date hereof complete and correct copies of the minutes and other records of all meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders of the Company, the Company Board, all committees thereof, in each case, from and after January 1, 2012. Such Charter Documents are in full force and effect. The Company is not in violation of any of the provisions of the Charter Documents and/or its code of conduct. The Company has not taken any action that is inconsistent in any material respects with any resolution adopted by the Company’s shareholders, the Company Board or any committee thereof.
Company Charter Documents. 4.1.2 Company Common Stock...............................................
Company Charter Documents. Memorandum and Articles of Association; Ranking of Preference Shares. Each Founder will ensure that no alteration or amendment is made to the Memorandum and Articles of Association or any charter documents of the Corporate Founder or any of the Group Companies except in accordance with the Transaction Agreements. Without limiting the foregoing, specifically each Founder, as record shareholder of the Shares, or director, officer or holder of any other interest in the shares of Tekventure or UIL or the Company, hereby agrees to take any and all actions necessary or advisable, as may be requested by the Investors, to ensure that the Company will abide by and act in accordance with the Memorandum and Articles of Association and the Convertible Notes, as duly amended from time to time. In addition, each of the Company and the Founders agrees and undertakes to ensure that, except as otherwise consented to by holders of a majority of the outstanding Series A Preference Shares or a majority of the outstanding Series B Preference Shares, each series of Preference Shares voting as a separate class and on as converted basis, or the holders of a majority of the principal amount of the Convertible Notes then outstanding (or of such other securities received in exchange for or upon conversion of such Preference Shares or Convertible Notes), as the case may be, as set forth in Section 6, the rights of the Series A Preference Shares or Series B Preference Shares or Convertible Notes will not be subordinated and will at all times be at least equal to the rights granted to any other securities of the Company of any class or series, of a similar nature, currently issued and outstanding or to be issued in the future. The Memorandum and Articles of Association and the Convertible Notes are hereby incorporated into this Agreement by this reference. Notwithstanding the foregoing, the covenants set forth in this Section 9.1 shall be binding on the Individual Founders only with respect to the time period such Individual Founder is an employee, officer, director, option holder, or a direct, indirect, record or beneficial shareholder of Tekventure, UIL or the Company.
Company Charter Documents. RIG shall have received: (a) a copy of the Articles of Incorporation of the Company certified by an appropriate authority in the state of its incorporation, and (b) a copy of the Code of Regulations of the Company certified by the Secretary of the Company. [Such documents shall be in form and substance reasonably acceptable to RIG.]
Company Charter Documents. Buyer has been furnished with a true and complete copy of the Company Certificate of Formation and Operating Agreement and all amendments to date.
