Company Articles. The parties to this Agreement shall ensure that from Completion through the end of the Earn Out Period, the Articles shall, to the extent permitted under applicable Law, include appropriate provisions implementing, and that are otherwise consistent with, this Section 4 (it being understood that the language included in the Articles to implement Section 4 may differ from the language contained in Section 4 to the extent necessary or appropriate under Luxembourg law).
Company Articles. The Company understands that the authorized capital stock of BIMI shall consist of 100,000,000 shares of Company Common Stock, par value $0.00001 per share, and 5,000,000 shares of blank check preferred stock, par value $0.01 per share (the ''Company Preferred Stock'').
Company Articles. In the event of any conflict between the terms of this Agreement and the Company Articles then, as between the parties hereto, the terms of this Agreement shall prevail.
Company Articles. Attached to this Certification as Exhibit A is a true, correct, and complete copy of the Articles of Organization of Company, including all amendments.
Company Articles. Company Articles" shall mean the articles of incorporation of the Company. Company Capital Stock."Company Capital Stock" shall mean Company Common Stock and Company Preferred Stock.
Company Articles. The Company shall, as promptly as practicable after the date hereof, cause the articles of incorporation of the Company (the “Articles”) to be amended in form acceptable to the holders of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock to decrease the “Conversion Price” (as defined in the Articles) of the Series B Convertible Preferred Stock to $1.26 and of the Series C Preferred Stock to $1.37 (the “Series B/C Preferred Stock”) in satisfaction of the accumulated dividends on each such series of preferred stock, immediately prior to, the Effective Time but contingent upon and effective as of the Closing Date.
Company Articles. At the Effective Time, the Company Articles immediately prior to the Effective Time shall be the memorandum and articles of association of the Company until thereafter amended in accordance with its terms and as provided by applicable Law.
Company Articles. At the Effective Time, the articles of association of Merger Sub, as in effect immediately prior to the Effective Time, shall cease to have effect and the Company Articles, as in effect immediately prior to the Effective Time, shall be the Company Articles of the Surviving Corporation, except that reference to the name of Merger Sub shall be replaced by reference to the name of the Surviving Corporation.
Company Articles. In the period between the date hereof and the Closing, the Parties shall negotiate in good faith to agree on the form of Company Articles (as defined in the Shareholders Agreement) that shall become effective as of the Closing, and that shall be consistent with the terms of the form of Shareholders Agreement attached as Exhibit C hereto.
