Organizational Documents; Capital Stock Sample Clauses

Organizational Documents; Capital Stock. (i) Attached hereto as Exhibits 1.04-1 and 1.04-2, respectively, are true and complete copies of the Certificate of Incorporation and By-Laws of the Merger-Sub as in effect on the date hereof. Attached hereto as Exhibits 1.05-1 and 1.05-2, respectively, are true and complete copies of the Certificate of Incorporation and By-Laws of the Parent as in effect on the date hereof.
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Organizational Documents; Capital Stock. (i) Attached hereto as Exhibit 4.01(b) is a true and complete copy of the certificate of incorporation and By-laws of IPC as in effect on the date hereof.
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Organizational Documents; Capital Stock. (i) Attached hereto as Exhibit 1.04 is a true and complete copy of the Certificate of Incorporation of Mango as in effect on the date hereof.
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Organizational Documents; Capital Stock. (i) Attached hereto as Exhibit 3.01(b)(i) is a true and complete copy of the Certificate of Incorporation of PIC as in effect on the date hereof.
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Organizational Documents; Capital Stock. (i) Attached hereto as Exhibit 3.02(b)(i) is a true and complete copy of the Articles of Incorporation and By-Laws of the Company as in effect on the date hereof.
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Organizational Documents; Capital Stock. (i) Attached hereto as Exhibit 1.04-1 is a true and complete copy of the Certificate of Incorporation of Duck as in effect on the date hereof.
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Organizational Documents; Capital Stock. (i) Attached hereto as Exhibits 3.01(b)(i)(A) and 3.01(b)(i)(B) are true and complete copies of the articles of incorporation and by-laws of Parent and of Merger-Sub, respectively, as in effect on the date hereof.
Sample 1
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Organizational Documents; Capital Stock. Attached hereto as Exhibit 3.02(b) are true and complete copies of the Articles of Organization and By-Laws of booktech as in effect on the date hereof. Attached as Schedule 3.02(b)(i) is a true and complete table of all stockholders of booktech as of the date hereof. As of the Closing Date, the authorized capital stock of booktech will consist solely of 200,000 shares of common stock. Immediately prior to the Closing, 25,000 shares of common stock will be issued and outstanding, free and clear of any Liens (as defined in Section 3.01(d)). No shares are held as treasury stock except 3,000 shares at $62.50 a share and except as contemplated by this Agreement, there are no outstanding options, warrants, calls, subscriptions, rights, agreements or other commitments of any character obligating booktech to issue or sell any shares of its capital stock or to grant, extend or enter into any option with respect thereto. There are no outstanding contractual obligations of booktech to repurchase, redeem or otherwise acquire any shares of booktech. There are no debt obligations of booktech of any nature whatsoever, and as of the Closing Date, booktech will not have any debt, liabilities, obligations, or contingent obligations of any nature whatsoever, except as set forth on Schedule 3.02(b)(ii). booktech is not a guarantor nor is it otherwise liable for any liability or obligation of any other person.
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Related to Organizational Documents; Capital Stock

  • Organizational Documents The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.

  • Organizational Documents; Incumbency Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request.

  • Organizational Documents of the Surviving Corporation The Company Certificate of Incorporation, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. The Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

  • Organizational Documents of the Surviving Entity At the Effective Time, (a) the certificate of limited partnership of the Partnership as in effect immediately prior to the Effective Time shall remain unchanged and shall be the certificate of limited partnership of the Surviving Entity from and after the Effective Time, until duly amended in accordance with applicable Law, and (b) the Partnership Agreement as in effect immediately prior to the Effective Time shall remain unchanged and shall be the agreement of limited partnership of the Surviving Entity from and after the Effective Time, until duly amended in accordance with the terms thereof and applicable Law.

  • Certified Copies of Organizational Documents The Agent shall have received from the Borrower a copy, certified as of a recent date by the appropriate officer of each State in which the Borrower, the Guarantors or any of their respective Subsidiaries, as applicable, is organized or in which the Real Estate is located and a duly authorized partner, member or officer of such Person, as applicable, to be true and complete, of the partnership agreement, corporate charter, declaration of trust or other organizational documents of the Borrower, the Guarantors, or any Subsidiary, as applicable, or its qualification to do business, as applicable, as in effect on such date of certification.

  • Fiscal Year; Organizational Documents No Credit Party will, nor will it permit its Subsidiaries to, (a) change its fiscal year or (b) in any manner that would reasonably be likely to adversely affect the rights of the Lenders, change its articles or certificate of incorporation or its bylaws.

  • Organization Standing and Power Charter Documents Subsidiaries 17 3.2 Capital Structure 17

  • Transactional Documents On or prior to the First Closing Date, the Company shall have delivered to the Representatives executed copies of the Trust Agreement, the Subscription Agreement, the Sponsor Shares Purchase Agreement, the Insider Letter, the Registration Rights Agreement and the Administrative Services Agreement, and each such agreement shall be in full force and effect on each of the First Closing Date and each Option Closing Date. With regard to the Insider Letter, if any additional persons shall become executive officers, directors or director nominees of the Company prior to the end of the Lock-up Period, the Company shall cause each such person, prior to or contemporaneously with their appointment or election as an executive officer, director or director nominee to execute a joinder to the Insider Letter.

  • Amendments of Organizational Documents Amend any of its Organizational Documents in any manner that may be adverse to the Administrative Agent or the Lenders or otherwise result in a Material Adverse Effect.

  • Governing Documents Manager will provide Subadviser with copies of (i) the Trust’s Declaration of Trust and By-laws, as currently in effect, (ii) the Fund’s currently effective prospectus and statement of additional information, as set forth in the Trust’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Fund as Subadviser may from time to time reasonably request.

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