Articles of Association and Rules for the Board of Directors; Organizational Documents of Subsidiaries of Holdco Sample Clauses

Articles of Association and Rules for the Board of Directors; Organizational Documents of Subsidiaries of Holdco. (a) Articles of Association and Rules for the Board of Directors. Prior to the Publicis Effective Time, the sole shareholder of Holdco shall (i) adopt the Amended and Restated Articles of Association of Holdco by notarial deed, substantially in the form attached hereto as Exhibit A and as otherwise set forth in this Agreement (the “Holdco Articles of Association”), and (ii) cause the Holdco Board to adopt the Rules for the Holdco Board, substantially in the form attached hereto as Exhibit B (the “Holdco Rules for the Board of Directors”), in each case to be in effect as of the Publicis Effective Time, or prior to the Publicis Effective Time if mutually agreed by Omnicom and Publicis. If, in connection with providing approval of the transactions contemplated by this Agreement, any Regulatory Authority or other Governmental Entity with jurisdiction in connection with obtaining any required approval for the transactions contemplated by this Agreement or otherwise requires an amendment or modification to (1) the form of Holdco Articles of Association, (2) the form of Holdco Rules for the Board of Directors, (3) the form of Governance Resolutions, or (4) the governance structure of Holdco and its Subsidiaries (together, following the consummation of the Mergers, the “Holdco Group”) contemplated by this Agreement to be in effect as of the Publicis Effective Time ((1) through (4), taken together, the “Corporate Governance Structure”), then Omnicom, Publicis and Holdco agree to amend or modify such forms or governance structure in a way that comes as close as possible to the balance of the Corporate Governance Structure contemplated by this Agreement as of the date hereof; provided that neither Omnicom nor Publicis shall be obligated to agree to any such amendment or modification (and, in such case, Holdco shall not implement any amendment or modification) if such amendment or modification would change in any material respect the balance of the Corporate Governance Structure contemplated by this Agreement as of the date hereof. The parties are in agreement and have been advised by their respective Dutch legal advisors that the powers and responsibilities of the Co-Chief Executive Officers of the Holdco Group contemplated by the Holdco Articles of Association and the Holdco Rules for the Board of Directors comply, as of the date hereof, with applicable Dutch Law in effect as of the date hereof (it being agreed that, to the extent that certain of such powers and res...
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Related to Articles of Association and Rules for the Board of Directors; Organizational Documents of Subsidiaries of Holdco

  • Articles of Incorporation; Bylaws (a) At the Effective Time, the Articles of Incorporation of Company, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation of the Surviving Corporation. (b) The Bylaws of Company, as in effect immediately prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

  • Amendment of Organizational Documents The Borrower will not, or will permit any Restricted Subsidiary to, amend, modify or waive any of its rights under its articles or certificate of incorporation, by-laws or other organizational documents, in either case, to the extent such amendment, modification or waiver would be adverse in any material respect to the rights or interests of the Lenders hereunder or under any other Loan Document.

  • Modification of Organizational Documents Not permit the charter, by-laws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders.

  • Certificate of Incorporation; Bylaws; Directors and Officers The Certificate of Incorporation of the Surviving Company from and after the Closing shall be the Certificate of Incorporation of ProVision until thereafter amended in accordance with the provisions therein and as provided by the applicable provisions of the State Corporation Law. The Bylaws of the Surviving Company from and after the Closing shall be the Bylaws of ProVision as in effect immediately prior to the Closing, continuing until thereafter amended in accordance with their terms, the Certificate of Incorporation of the Surviving Company and as provided by the State Corporation Law. The Directors of ProVision at the Effective Time shall continue to be the Directors of the Merger Sub.

  • Amendments to Organizational Documents Parent will not, and will not permit any of its Subsidiaries to amend, modify, or grant any waiver or release under or terminate in any manner, any Organizational Documents in any manner materially adverse to, or which would impair the rights of, the Lenders.

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

  • Articles of Incorporation; By-laws At the Effective Time, the Articles of Incorporation, as amended, of the Acquiror (the "Acquiror Articles") and the By-Laws, as amended, of the Acquiror ("Acquiror By-Laws"), as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation and the By-Laws of the Surviving Corporation.

  • Changes in Organizational Documents Each of the Loan Parties shall not amend, modify or change its certificate of incorporation (including any provisions or resolutions relating to capital stock), constitution, by-laws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents in any manner materially adverse to the interests of the Lenders without obtaining the prior written consent of the Required Lenders.

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation. (b) The Bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended.

  • Certificate of Incorporation, Bylaws, and Minute Books The copies of the Articles of Incorporation and of the Bylaws of ATDH which have been delivered to Global are true, correct and complete copies thereof. The minute book of ATDH, which has been made available for inspection, contains accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the Shareholder of ATDH since the date of incorporation and accurately reflects all transactions referred to in such minutes and consents in lieu of meetings.

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