Incorporation and corporate actions Sample Clauses

Incorporation and corporate actions. Each of the Group Companies was regularly incorporated and registered, and, except as disclosed in Exhibit 10.3.1, the corporate decisions and the articles of incorporation and amendments thereof were adopted, recorded and published pursuant to the law and regulations. For each of the Group Companies, corporate books and records have been regularly kept and are updated with respect to all decisions made by their bodies. Other than as set forth in the Shareholders’ Agreement, Financière AGZ shareholders’ agreement, Call Option Agreements and the BSAs, there are: (a) no existing contracts, agreements, subscriptions, options, warrants, calls, commitments or rights of any character to purchase or otherwise acquire from the Sellers or any of the Group Companies at any time, or upon the happening of any stated event, any capital shares or other securities of any of the Group Companies, whether or not presently issued or outstanding; (b) no outstanding securities of any of the Group Companies that are convertible into or exchangeable for capital shares or other securities of any of the Group Companies; and (c) no contracts, agreements subscriptions, options, warrants, calls, commitments or rights to purchase or otherwise acquire from any of the Group Companies, as the case may be, any such convertible or exchangeable securities. The Group Companies have all authorizations, permits or licenses (other than those relating to environmental matters referred to in Clause 10.3.14) necessary to conduct their activities in the normal course of their respective business, all of which are in full force and effect. There is no element (including the consummation of the Transaction) that will create a right for a third party not to renew or to suspend, terminate, withdraw or cancel the said authorizations and licenses. The Group Companies cannot as stockholder, shareholder, or de facto manager or rightfully appointed manager, present or past, of another entity (except another Group Company), be liable to pay all or part of the debts of said entity, save for those which are members of the XXXx Floregaz, Xxxxxx, GPL PROP’XXX, Groupement Technique Citernes, Norgal and Opération Réflexe GPL or of the SEPs Queven and Bus Paris. No third party has asserted a claim against any Group Company which is a member of these XXXx to obtain payment of any debt of these XXXx. Except as disclosed in Exhibit 10.3.1, none of the Group Companies is a party to any shareholders’ agreement relating ...
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Related to Incorporation and corporate actions

  • Incorporation and Corporate Power The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

  • Corporate Actions Except as otherwise set forth herein, Pledgor and Secured Party agree that Securities Intermediary shall have no responsibility for ascertaining or acting upon any calls, conversions, exchange offers, tenders, interest rate changes or similar matters relating to any Financial Assets credited to or held for the credit of the Reserve Account (except based on written instructions originated by Pledgor or Secured Party), or for informing Pledgor or Secured Party with respect thereto, whether or not Securities Intermediary has, or is deemed to have, knowledge of any of the aforesaid. Securities Intermediary is authorized to withdraw securities sold or otherwise disposed of, and to credit the Reserve Account with the proceeds thereof or make such other disposition thereof as may be directed in accordance with this Agreement. Securities Intermediary is further authorized to collect all income and other payments which may become due on Financial Assets credited to the Reserve Account, to surrender for payment maturing obligations and those called for redemption and to exchange certificates in temporary form for like certificates in definitive form, or, if the par value of any shares is changed, to effect the exchange for new certificates. It is understood and agreed by Pledgor and Secured Party that, although Securities Intermediary will use reasonable efforts to effect the transactions set forth in the preceding sentence, Securities Intermediary shall incur no liability for its failure to effect the same unless its failure is the result of negligence or willful misconduct.

  • Information on Corporate Actions The Custodian shall promptly deliver to the Trust all information received by the Custodian and pertaining to Securities being held by the Fund with respect to optional tender or exchange offers, calls for redemption or purchase, or expiration of rights. If the Trust desires to take action with respect to any tender offer, exchange offer or other similar transaction, the Trust shall notify the Custodian at least three Business Days prior to the date on which the Custodian is to take such action. The Trust will provide or cause to be provided to the Custodian all relevant information for any Security which has unique put/option provisions at least three Business Days prior to the beginning date of the tender period.

  • Evidence of Corporate Action The Administrative Agent shall have received in form and substance satisfactory to the Administrative Agent: (a) documents evidencing all corporate action taken by Borrower to authorize (including the specific names and titles of the persons authorized to so act (each an “Authorized Officer”)) the execution, delivery and performance of the Loan Documents to which it is a party, certified to be true and correct by the Secretary or Assistant Secretary of Borrower; and (b) a certificate of the Secretary or Assistant Secretary of Borrower, dated the Closing Date, certifying the names and true signatures of the Authorized Officers.

  • Charter, Bylaws and Corporate Records The minute books of the Seller and its Subsidiaries contain complete and accurate records of all meetings and other corporate actions of the board of directors, committees of the board of directors, incorporators and stockholders of the Seller and its Subsidiaries from September 15, 1995 to the date hereof. All material corporate decisions and actions have been validly made or taken. All corporate books, including without limitation the share transfer register, comply with applicable laws and regulations and have been regularly updated. Such books fully and correctly reflect all the decisions of the stockholders.

  • Organization and Corporate Power The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

  • Charter Documents and Corporate Records 16 SECTION 3.6

  • Mandatory Corporate Actions Unless otherwise directed by Instruction, the Custodian shall: (a) comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions or similar rights of securities ownership affecting securities held on the Fund’s account and promptly notify the Fund of such action; and (b) collect all stock dividends, rights and other items of like nature with respect to such securities.

  • Organization and Corporate Authority The Seller is duly incorporated, validly existing and in good standing under the laws of the Republic of the Xxxxxxxx Islands, and has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller, has been effectively authorized by all necessary action, corporate or otherwise, and constitutes legal, valid and binding obligations of the Seller. No meeting has been convened or resolution proposed or petition presented and no order has been made to wind up the Seller.

  • Incorporation and Authority The Company is an exempted company, duly incorporated, validly existing and in good standing under the laws of the Cayman Islands, and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. This Agreement is a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

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