Constitutional and Corporate Matters. 3.1 The copies of the articles of association, deeds of foundation or other constitutional documents (each of them a “Constitutional Document”) of each Group Company, each of which have been set out in the Dataroom, are complete and accurate.
3.2 The statutory books of each Group Company are, in all material respects, properly kept, up to date and contain complete and accurate details of all matters required by applicable law to be entered in such statutory books, and no notice or indication that any such statutory book is incorrect or should be rectified, in each case, in any material respect, has been received by any Group Company.
Constitutional and Corporate Matters. 2.1 Each Group Company has been duly incorporated or formed and is validly existing and in good standing under the laws of its place of incorporation or formation.
2.2 The copies of the articles of association or equivalent constitutional documents of each Group Company, all of which have been provided to the Purchaser or the Purchaser’s Solicitors, are complete and accurate in all respects and copies of all the resolutions and any other documents required under the laws of any applicable jurisdiction to be annexed or incorporated are annexed or have been incorporated.
2.3 The articles of association or equivalent constitutional documents fully set out the rights and restrictions attaching to the shares (including the Shares) of each Group Company to which they relate.
2.4 All documents required to be delivered by any Group Company to the UK Registrar (or equivalent authority and in accordance with the laws of any applicable jurisdiction) are complete and accurate in all respects and have been properly delivered.
2.5 The statutory books of each Group Company have been properly kept, are up-to-date and contain complete and accurate details of all matters required by applicable laws to be entered in them. No notice or indication that any of them is incorrect or should be rectified has been received.
Constitutional and Corporate Matters. 4.1 No Group Company acts or carries on business together with any other person (other than another Group Company) in partnership.
4.2 No Group Company has any branch or agency in any jurisdiction other than in the jurisdiction of its incorporation.
4.3 No Group Company carries on business under any name other than its own corporate name.
Constitutional and Corporate Matters. 3.1 IMS has been duly incorporated or organized, and is validly existing, under the laws of Florida, and each other IMS Group Company has been duly incorporated or organized, and is validly existing, under the laws of its jurisdiction of incorporation.
3.2 Each IMS Group Company has full power to carry on its business as it is carried on at the Signature Date.
3.3 The copies of each IMS Group Company’s Organizational Documents contained in the IMS Data Room are up-to-date, accurate and complete, reflect all amendments made until immediately preceding the Signature Date and are maintained in accordance with applicable Laws, in each case, in all material respects.
3.4 The copies of the minute books of shareholder meetings and other records of the IMS Group Company were properly maintained in all material respects.
3.5 All filings and returns that each IMS Group Company is required to file in accordance with applicable Laws have been correctly made and duly filed or delivered, in each case, in all material respects.
3.6 All dividends or distributions declared, made or paid by any IMS Group Company have been declared, made or paid in accordance with the applicable Organizational Documents and all applicable Laws, in each case, in all material respects.
Constitutional and Corporate Matters. 4.1 Connect Ads has been duly incorporated or organized, and is validly existing, under the Laws of the DMCC, and each other Connect Ads Group Company has been duly incorporated or organized, and is validly existing, under the laws of its jurisdiction of incorporation.
4.2 Each Connect Ads Group Company has full power to carry on its business as it is carried on at the Signature Date.
4.3 The copies of each Connect Ads Group Company’s Organizational Documents contained in the Connect Ads Data Room are up-to-date, accurate and complete, reflect all amendments made until immediately preceding the Signature Date and are maintained in accordance with applicable Laws, in each case, in all material respects.
4.4 The copies of the minute books of shareholder meetings and other records of the Connect Ads Group Company were properly maintained in all material respects.
4.5 All filings and returns that each Connect Ads Group Company is required to file in accordance with applicable Laws have been correctly made and duly filed or delivered, in each case, in all material respects.
4.6 All dividends or distributions declared, made or paid by any Connect Ads Group Company have been declared, made or paid in accordance with the applicable Organizational Documents and all applicable Laws, in each case, in all material respects.
Constitutional and Corporate Matters. 3.1 The Company has been duly incorporated or formed and is validly existing under the laws of its place of incorporation or formation.
3.2 Copies of the articles of association of the Company are contained in the Disclosure Documents and are complete and accurate in all material respects.
3.3 All documents required to be delivered by the Company to the UK Registrar (or equivalent authority and in accordance with the laws of any applicable jurisdiction) have been delivered and so far as the Sellers are aware were complete and accurate in all material respects when delivered.
3.4 The statutory books of the Company are in its possession or under its control and have been properly kept, are up to date and contain a complete and accurate record (in all material respects) of the matters which should be dealt with in them. Neither the Sellers nor the Company has received any notice or allegation that any of them is incorrect or should be rectified and, so far as the Sellers are aware, there are no circumstances which are likely to give rise to such a notice or allegation.
3.5 The Company has not since its incorporation had any subsidiaries or subsidiary undertakings or been the subsidiary or subsidiary undertaking of any other Company other than a member of the Retained Group.
3.6 The Company is not the legal or beneficial owner of, and has not agreed to acquire, any shares, securities or other interests in, any other company or undertaking.
3.7 The Company is not and has not agreed to become, a member of any partnership or other unincorporated associated, joint venture or consortium (other than recognised trade associations).
3.8 No shareholder written resolution has been circulated by the Company (but not yet passed) for which the period for agreeing to the written resolution has not yet expired.
3.9 No member of the Retained Group has any direct or indirect interest in any business which is or is likely to become competitive with the Business and/or the Company.
3.10 No Seller or member of the Retained Group has made a claim of any nature against the Company or the Business that remains outstanding and there are no circumstances which entitle or are likely to entitle any of them to make such a claim.
3.11 No notice to, filing with, or consent of, any person is necessary in connection with, and no “change of control” provision in any Contract related to the Business or otherwise affecting the Business Assets is, or will be, triggered by, the authorization, app...
Constitutional and Corporate Matters. (a) Each Acquired Company has been duly incorporated or formed and is validly existing and in good standing under the Laws of its place of incorporation or formation.
(b) The copies of the memorandum and articles of association, bylaws or equivalent constitutional documents of each Acquired Company which have been provided to Buyer are complete and accurate in all respects and copies of all the resolutions and any other documents required under the Laws of any applicable jurisdiction to be annexed or incorporated are annexed or have been incorporated.
(c) The memorandum and articles of association, bylaws or equivalent constitutional documents fully set out the rights and restrictions attaching to the shares of each Acquired Company other than Petrodelta to which they relate (including the Subject Shares). The Conversion Agreement and the articles of association, bylaws or equivalent constitutional documents of Petrodelta fully set out the rights and restrictions attaching to the shares of Petrodelta.
(d) All documents required to be delivered by any Acquired Company to the Dutch Trade Registrar, the Venezuelan Commercial Registry and Registrar of Companies of the Cayman Islands (or equivalent authority and in accordance with the Laws of any applicable jurisdiction) are, with respect to any Acquired Company other than Petrodelta, and to Seller’s Knowledge with respect to Petrodelta, complete and accurate in all respects and have been properly delivered.
(e) The statutory books of each Acquired Company other than Petrodelta have been properly kept, are up to date and contain complete and accurate details of all matters required by applicable Laws to be entered in them and comply with such applicable Laws. No notice or indication that any of them is incorrect or should be rectified has been received.
Constitutional and Corporate Matters. 1.1. The Company and its Shareholders (i.e., the Seller and Xx. Xxxxxxx Xxxxx) have complied with and are not in material breach of its Charter Documents.
1.2. The Company is not in breach of the terms of any of the shareholders’, joint venture agreements and/or any other voting arrangements in relation to its shares.
1.3. The Charter Documents fully set out the rights and restrictions attaching to the shares of the Company.
1.4. Except for as contemplated in the Charter Documents, no voting or similar agreements exist in relation to the shares of the Company.
1.5. The designations, powers, preferences, rights, privileges, qualifications, limitations, and restrictions in respect of the shares of the Company are in accordance with Applicable Law and are set forth in its Charter Documents and all such designations, powers, preferences, rights, privileges, qualifications, limitations, and restrictions are valid, binding and enforceable in accordance with Applicable Law.
1.6. The Company is in compliance with Applicable Laws with respect to redemption, repayment, buyback and/or acquisition of its shares or interests therein, or any financial assistance. Except as required in the Transaction Documents, the Company does not have an obligation (contingent or otherwise) to purchase, redeem, repay or otherwise acquire any of its shares or any interest therein.
1.7. All dividends or any other distributions declared, made or paid by the Company have been declared, made or paid in accordance with Applicable Law (including Charter Documents). There is no outstanding obligation of the Company to pay any dividends or make any other distribution in respect of their shares (if applicable).
1.8. All documents required to be filed by the Company to the relevant jurisdictional Registrar of Companies are accurate and are complete in all material respects.
1.9. All material filings made by the Company in accordance with Applicable Law are accurate and are complete in all material respects.
1.10. The shareholding pattern of the Company as on the Effective Date and immediately prior to the Closing Date is as set out in Part A and Part B of Schedule IV (Capital Structure), respectively.
1.11. The aggregate number of the issued, subscribed and paid-up equity shares as set forth with respect to the Company in Part A and Part B of Schedule IV (Capital Structure) represent all of the issued, subscribed, paid-up equity shares with respect to the Company as on the date hereof and immedi...
Constitutional and Corporate Matters. 4.1 MN has been duly incorporated and registered and validly exists under the laws of Turkey.
4.2 The copy of the articles of association of MN, which has been set out in the Data Room, is complete, accurate and up-to-date.
Constitutional and Corporate Matters. 2.1 The Company has been duly incorporated or formed and is validly existing and in good standing under the laws of its place of incorporation or formation.
2.2 The copies of the articles of association of the Company, which have been provided to the Purchaser or the Purchaser’s Solicitors, are complete and accurate in all respects.
2.3 All material documents required to be delivered by the Company by law to the UK Registrar are complete and accurate in all material respects and have been delivered.
2.4 The statutory books of the Company have been properly kept, are up-to-date and contain details of all material matters required by applicable laws to be entered in them.
2.5 There are no agreements or commitments outstanding which call for the issue of any shares, loan stock or debentures in or other securities of the Company or accord to any person the right to call for the issue of any such shares, loan stock debentures or other securities.
2.6 All information in relation to options over shares has been provided to the Purchaser and there are no remaining options or rights to subscribe for shares that have not been exercised.
