Company Charter Documents Sample Clauses
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. 3.1(b) Company Common Stock........................................................................... ARTICLE 1
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. The Company Charter Documents shall be amended and restated in a form and in substance mutually agreeable to Company Parent and Parent to reflect, among other things, (i) that the Nevada Revised Statutes "Combinations with Interested Stockholder," "Acquisition of Controlling Interests" and similar provisions do not apply to the transaction contemplated by this Agreement or to Parent, Newco or their respective Affiliates and (ii) restrictions on actions by Company post-Closing without the approval of Company Parent so long as Company Parent owns 20% or more of the capital stock of the Company on a Fully Diluted Basis, and such other matters, if any, as may be mutually agreed by Company Parent and Parent, unless as to item (ii), the Company Parent and Parent agree to address such matters in a voting agreement.
Company Charter Documents. 13 Indemnitees............................................38