Certification of Incorporation Sample Clauses

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Sample 1
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Certification of Incorporation. On the Effective Date of the Merger, the Certificate of Incorporation of Subsidiary, as may hereby be amended, shall be the Certificate of Incorporation of the surviving corporation. Target agrees to take whatever action is necessary to ensure that the Turf Specialty name is available to Subsidiary so such name change or use of such name can be secured.
Sample 1
Certification of Incorporation. On or before the Closing Date, the Certificate of Amendment to the Certificate of Incorporation shall have been filed with the Secretary of State of Delaware in accordance with Delaware law.
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Certification of Incorporation. If such Approved Sale is structured as a merger or consolidation of the Company, or a sale of all or substantially all of the Company's assets, then each Stockholder shall waive any dissenter's rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale. If such Approved Sale is structured as a sale of the stock of the Company, then each Stockholder shall agree to sell his respective Stock on the terms and conditions approved by the Requisite Investors. The Stockholders shall take all necessary and desirable actions approved by the Requisite Investors in connection with the consummation of the Approved Sale, including the execution of such agreements and instruments and the taking of such other actions reasonably necessary to (i) provide the representations and warranties as to their title and ownership of their Stock, and (ii) effectuate the allocation and distribution of the aggregate consideration upon consummation of the Approved Sale.
Sample 1
Certification of Incorporation. The Company shall continue to provide you with use of the Company-provided cellular telephone until May 9, 2004 as though you remained actively employed. You will be responsible for any monthly cell phone balance in excess of $100, which you shall pay promptly on a monthly basis.
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Certification of Incorporation. Bylaws 2
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Related to Certification of Incorporation

  • Certificate of Incorporation; By-laws (a) At the Effective Time the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time (as amended as provided for in Section 3.3), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law and such certificate of incorporation. (b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereinafter amended as provided by the certificate of incorporation, the Surviving Corporation and such by-laws.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Incorporation All Exhibits attached hereto and referred to herein are hereby incorporated herein and made a part hereof for all purposes as if fully set forth herein.

  • State of Incorporation; Name; No Changes Seller’s state of incorporation is the State of Nevada. Seller’s exact legal name is as set forth in the first paragraph of this Agreement. Seller has not changed its name whether by amendment of its Articles of Incorporation, by reorganization or otherwise, and has not changed its state of incorporation within the four months preceding the Closing Date.

  • Notification of Incorrect Certificate The Company will, at any time during the term of this Agreement, as supplemented from time to time, advise the Manager immediately after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect any opinion, certificate, letter and other document provided to the Manager pursuant to Section 6 herein.

  • Due Incorporation The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the respective jurisdictions of their incorporation and have the requisite corporate power to own their properties and to carry on their business as now being conducted. The Company and each of its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a material adverse effect on the business, operations or prospects or condition (financial or otherwise) of the Company.

  • 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.

  • Due Incorporation and Good Standing AVRS is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.

  • Articles of Incorporation The articles of incorporation of the Company in effect at the Effective Time shall be the articles of incorporation of the Surviving Corporation until amended in accordance with applicable law.

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