The Companys Constitution Clause Samples
The clause titled "THE COMPANY'S CONSTITUTION" defines the foundational rules and governing documents that regulate the company's internal management and structure. It typically refers to the articles of association and, where applicable, the memorandum of association, outlining how decisions are made, the rights and responsibilities of shareholders and directors, and procedures for meetings and share transfers. By establishing these core governance principles, the clause ensures clarity and consistency in the company's operations, helping to prevent disputes and providing a clear framework for decision-making.
The Companys Constitution. (A) Share Capital The Sale Shares comprise the whole of the issued and allotted share capital of the Company, are fully paid and are beneficially owned and registered as set out in the third column of Schedule 1 against the name of each Vendor free from any encumbrances.
(B) Options etc No person has the right (whether exercisable now or in the future and whether contingent or not) to call for the allotment, issue, sale, transfer or conversion of any share or loan capital of the Company under any option or other agreement (including conversion rights and rights of pre-emption).
The Companys Constitution. 3.4.1 The copies of the constitution of each Group Company as Disclosed are true and complete.
3.4.2 Copies of any contract or arrangement between the shareholders of any Group Company regarding the exercise of their rights and obligations in respect of that Group Company are Disclosed.
3.4.3 Save for the transactions contemplated in this Agreement, the statutory books and registers (including the register of members) of each Group Company are up to date and contain in all material respects an accurate record of the matters which should be dealt with in them, are in the possession or control of the relevant Group Company and no written notice or allegation that any of them is incorrect or should be rectified has been received by a Group Company.
3.4.4 Each Group Company has complied in all material respects with its constitutional documents.
3.4.5 All documents, reports and notices referred to in paragraph 3.4.3 required to be maintained or filed with any Government Entity by the Group with respect to the Group have been maintained or filed on a timely basis, and so far as the Warrantors are aware, are complete and accurate in all material aspects as at the date of filing, or have been subsequently updated, changed, corrected or modified prior to the date of this Agreement.
The Companys Constitution. The copy of the Articles of Association (or equivalent constitution document) of the Company annexed to the Disclosure Letter is true and complete.
The Companys Constitution