Organizational and Governing Documents. The certificates or articles of incorporation, formation or organization, partnership or operating agreements and bylaws of each Loan Party furnished to the Lenders pursuant to Section 5.01 are in full force and effect, in the form delivered as of the Closing Date. 38
Organizational and Governing Documents. The certificates or articles of incorporation, formation or organization, partnership or operating agreements and bylaws of the Company, the Parent and each of their Subsidiaries furnished to the Purchaser pursuant to Section 4(h) are in full force and effect, without further changes, amendments or modification.
Organizational and Governing Documents. Prior to the date of this Agreement, the Company has furnished to Parent complete and correct copies of the organizational and governing documents for all Company Entities (the “Company Entity Charter Documents”). The Company Entity Charter Documents are in full force and effect. No Company Entity is in violation of any provision of its Company Entity Charter Documents, and there has been no event, condition or occurrence which, after notice or lapse of time or both, would constitute such a default or violation of, or permit the termination of, any Company Entity Charter Document. The minute books of the Company Parties, and each other Company Entity, copies of which have been made available to Parent prior to the date of this Agreement, contain true, complete and correct records of all meetings and other entity actions held or taken since January 1, 2008 of their respective partners, members, boards of directors (or equivalent governing bodies) and each committee of their boards of directors (or equivalent governing bodies).
Organizational and Governing Documents. Prior to the date of this Agreement, Parent has furnished or made available to the Company complete and correct copies of the organizational and governing documents for all Parent Parties (the “Parent Party Charter Documents”). The Parent Party Charter Documents are in full force and effect and no other organizational or governing documents are applicable to or binding upon any Parent Party. No Parent Party is in violation of any provision of its Parent Party Charter Document.
Organizational and Governing Documents. (a) Organizational Documents of New ADES. ADES, as the sole stockholder of New ADES, and New ADES, shall take all requisite action to cause the certificate of incorporation (the “New ADES Charter”) and the bylaws (the “New ADES Bylaws”) of New ADES in effect as of and after the ADES Merger Effective Time (until thereafter amended as provided therein or by applicable Law) to be in the forms attached to this Agreement as Exhibit C and Exhibit D, respectively, except for such changes approved by ADES and Arq (such approval not to be unreasonably withheld, conditioned or delayed). The name of New ADES immediately after the ADES Merger Effective Time shall be “Advanced Emissions Solutions, Inc.”, or such other name as may be mutually agreed upon by ADES and Arq prior to the ADES Merger Effective Time.
Organizational and Governing Documents. Lender shall have received copies of the organizational and governing documents of Borrower, Pledgor, EPC Contractor and O&M Contractor that: (i) are certified by an authorized officer of Borrower and Pledgor, as applicable, as being true and correct copies thereof; and (ii) are in form and substance satisfactory to Lender (it being expressly acknowledged and agreed that, with respect to Borrower and Pledgor, Lender may require the foregoing in effect both before and after the Permitted Ownership Acquisition);
Organizational and Governing Documents. (a) At the Effective Time, the Organizational Documents of MergerSub shall continue to be the Organizational Documents of MergerSub. At the Effective Time, the bylaws (“Governing Documents”) of MergerSub shall continue to be the Governing Documents of MergerSub.
(b) At the Effective Time, the Organizational Documents of the Company shall continue to be the Organizational Documents of the Company; provided, however, that at the Effective Time, Article I of the Organizational Documents of the Company shall be amended and restated, in its entirety, to read: “The name of the corporation is “CMS Liquidating Company.” At the Effective Time, the Governing Documents of the Company shall continue to be the Governing Documents of the Company.
Organizational and Governing Documents. The certificates or articles of incorporation, formation or organization, partnership or operating agreements and regulations of the Company and each of its Subsidiaries furnished to the Purchaser pursuant to Section 4A(j)15 and 4B(h)18, as the case may be, are in full force and effect, without further changes, amendments or modification.
Organizational and Governing Documents. Forest shall take all requisite action to (a) cause the bylaws of Forest (the “Forest Bylaws”) in effect as of and after the Effective Time (until thereafter amended as provided therein or by applicable Law) to be in the form attached to this Agreement as Exhibit D, except for such changes approved by Forest and Sabine Investor Holdings (such approval not to be unreasonably withheld, conditioned or delayed), (b) to cause the certificate of incorporation of Forest in effect as of and after the Effective Time to be amended to include the amendments set forth in the form of certificate of amendment attached to this Agreement as Exhibit A-1, with the “Series A Voting Ratio” provided for therein to be determined in accordance with Schedule 1, (c) if the Authorized Share Amendment Approval is obtained at the Forest Stockholder Meeting, to cause the certificate of incorporation of Forest in effect as of and after the Effective Time to be amended to include the amendments set forth in the form of certificate of amendment attached to this Agreement as Exhibit A-2 and (d) if the Name Change Amendment Approval is obtained at the Forest Stockholder Meeting, to cause the certificate of incorporation of Forest in effect as of and after the Effective Time to be amended to include the amendments set forth in the form of certificate of amendment attached to this Agreement as Exhibit A-3.
Organizational and Governing Documents. Seller has made available to Buyer correct and complete copies of the articles of incorporation and/or certificates of incorporation of the Company (as amended through the date hereof, the “Company Charter”) and by-laws of the Company (as amended through the date hereof, the “Company By-laws”). Seller has made available to Buyer a complete and correct copy of the relevant organizational and governing documents, each as amended and in effect on the date hereof, of each of the Company Subsidiaries. Buyer will have the opportunity to review all Company organizational documents prior to each Closing. No Acquired Company is in default under or in violation of any provision of its organizational and governing documents.
