Common use of Charter Documents; Legality Clause in Contracts

Charter Documents; Legality. Parent has previously delivered to the Company true and complete copies of its Certificate of Incorporation and By-Laws (the “Parent Charter Documents”), as in effect or constituted on the date hereof. Provided that Parent presents the transactions contemplated by this Agreement to its stockholders for approval and such stockholders approve the transaction and fewer than 20% of Parent’s public stockholders exercise their redemption rights with respect to such transaction (as specified in the Parent’s Certificate of Incorporation), the execution, delivery, and performance by Parent and the Purchaser of this Agreement and any Additional Agreement to which Parent or the Purchaser is to be a party has not violated and will not violate, and the consummation by Parent or the Purchaser of the transactions contemplated hereby or thereby will not violate, any of the Parent Charter Documents or any Law.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Kline Hawkes Pacific Advisors, LLC), Stock Purchase Agreement (Vector Intersect Security Acquisition Corp.)

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Charter Documents; Legality. Parent has previously delivered to the Company true and complete copies of its Certificate of Incorporation and By-Laws (the “Parent Parent’s Charter Documents”), as in effect or constituted on the date hereof. Provided The execution, delivery, and, provided that Parent presents the transactions Transactions contemplated by this Agreement to its stockholders for approval and such stockholders approve the transaction and fewer than 20% of Parent’s public stockholders exercise their redemption rights with respect to such transaction (as specified in the Parent’s Certificate of Incorporation)approval, the execution, delivery, and performance by Parent and the Purchaser of this Agreement and any Additional Agreement Transaction Document to which Parent or the Purchaser is to be a party has not violated and will not violate, and the consummation by Parent or the Purchaser of the transactions contemplated hereby or thereby will not violate, any of Parent’s Charter Documents, the Parent Purchaser’s Charter Documents or any Law.

Appears in 1 contract

Samples: Arrangement Agreement (Tailwind Financial Inc.)

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Charter Documents; Legality. Parent has previously delivered to the Company true and complete copies of its Certificate and Acquisitions Corp.’s Certificates of Incorporation and By-Laws (the “Parent Charter Documents”), as in effect or constituted on the date hereof. Provided that Parent presents the transactions contemplated by this Agreement to its stockholders for approval and such stockholders approve the transaction and fewer than 20% of Parent’s public such stockholders exercise their redemption conversion rights with respect to such transaction (as specified in the Parent’s Certificate of Incorporation), the execution, delivery, and performance by Parent and the Purchaser Acquisition Corp. of this Agreement and any Additional Agreement to which Parent or the Purchaser Acquisition Corp. is to be a party has not violated and will not violate, and the consummation by Parent or the Purchaser and Acquisition Corp. of the transactions contemplated hereby or thereby will not violate, violate any of the Parent Charter Documents or any Law.

Appears in 1 contract

Samples: Merger Agreement (Argyle Security Acquisition CORP)

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