Incorporation and Shares Sample Clauses

Incorporation and Shares. Target is a limited liability company (GESELLSCHAFT MIT BESCHRANKTER HAFTUNG) duly incorporated and validly existing under the laws of Germany. Target has the corporate power and authority to own its properties and carry on the Business in all material respects as owned or conducted at the Closing Date. The information stated in Section 2.1 hereof is true and correct. 4.1.1 Seller is the sole owner of all of the Shares. Target does not own shareholdings or participations in other companies. There are no rights of Seller or third parties to subscribe to or otherwise acquire new shares or to convert any other rights into shares or to require the issue of new shares or to grant any of the aforesaid rights. Seller has not granted any third party the right to exercise Seller's voting rights in shareholders' meetings of Target, whether by way of powers of attorney or otherwise. The Shares are free from all liens, charges, encumbrances and restrictions in favor of Seller or any third party; there exist no pre-emptive rights, rights of first refusal, put or call options of third parties regarding the Shares nor are there any other restrictions with respect to the transfer of the Shares, all capital contributions in cash regarding the Shares have been fully made; all capital contributions in kind regarding the Shares have been made and had the full value at which they were transferred and accepted; repayments of subscriptions to the capital of Target were not made. There are no share certificates regarding the Shares. The shareholders' meetings of Target have not adopted any resolutions amending or changing the Articles of Incorporation which have not yet been registered in the commercial register (HANDELSREGISTER). 4.1.2 Seller may freely dispose of the Shares.
Sample 1
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Related to Incorporation and Shares

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Incorporation and Good Standing The Company has been duly incorporated or formed and is validly existing and in good standing as a company limited by shares under the laws of the jurisdiction of its formation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. As of the Closing, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is not otherwise disclosed in the Disclosure Package.

  • Certificate of Incorporation and By-laws of the Surviving Corporation (a) At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and applicable Law. (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and hereof and applicable Law.

  • Articles of Incorporation and Bylaws of the Surviving Corporation At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

  • Articles of Incorporation and By-Laws The complete and correct copies of the Company’s Articles and By-Laws, as amended or restated to date which have been filed with the Securities and Exchange Commission are a complete and correct copy of such document as in effect on the date hereof and as of the Closing Date.

  • Certificate of Incorporation and Bylaws of the Surviving Corporation (a) The certificate of incorporation of the Purchaser, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law. (b) Subject to the provisions of Section 6.05 of this Agreement, the by-laws of the Purchaser in effect at the Effective Time shall be the by-laws of the Surviving Corporation, until thereafter amended in accordance with the provisions thereof and hereof and applicable law.

  • Certificate of Incorporation and By-Laws The Company has heretofore furnished to Parent a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such Certificates of Incorporation and By-Laws or equivalent organizational documents are in full force and effect, and neither the Company nor any Subsidiary is in violation of any provision thereof.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Articles of Incorporation and Bylaws The articles of incorporation and bylaws of the entity holding the charter shall provide for governance of the operation of the School as a nonprofit corporation and public charter school and shall at all times be consistent with all applicable law and this Certificate. The School shall notify the Authorizer of any modification to the Articles or Bylaws within five (5) business days of approval by the Charter Board.

  • Due Incorporation and Good Standing AVRS is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.

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