Corporation Organizational Documents definition

Corporation Organizational Documents has the meaning set forth in Section 4.1 of this Agreement;
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Corporation Organizational Documents has the meaning set out in Section 4.1;
Sample 1
Corporation Organizational Documents means the Certificate of Incorporation and the Bylaws. “Corporation Related Parties” shall have the meaning set forth in Section 6.02. “Corporation SEC Documents” shall have the meaning set forth in Section 3.11(a). “De Minimis Amount” shall have the meaning set forth in Section 6.04(a)(i). “Director Indemnification Agreement” shall mean an Indemnification Agreement dated as of the Closing Date, by and between the Corporation and each of the Purchaser’s designees to the Board of Directors, in the form attached hereto as Exhibit C. “Environmental Law” shall mean any Law, Environmental Permit, and other legally enforceable requirements applicable to the Corporation Entities or the operation of their business in any way relating to the protection of human health and safety (to the extent such health or safety relate to exposure to Hazardous Materials), the environment and natural resources (including, without limitation, any natural resource damages, any generation, manufacture, processing, use, storage, treatment, disposal, release, threatened release, discharge, or emission of Hazardous Materials into the environment, and any exposure to Hazardous Materials), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Occupational Safety and Health Act (29 C.F.R. part 24 et seq.), and the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.). “Environmental Permits” shall mean all permits, approvals, identification numbers, registrations, consents, licenses, exemptions, variances and authorizations required under or issued pursuant to any applicable Environmental Law. “Equity Securities” shall mean any capital stock of the Corporation (including the Common Stock and the Preferred Stock) or any options, warrants or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, any capital stock of the Corporation (including the Common Stock and the Preferred Stock).
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Examples of Corporation Organizational Documents in a sentence

  • Neither the Corporation nor any of its Subsidiaries nor, to the knowledge of the Corporation, any of its Owned Entities, is in violation of any provisions of its respective Corporation Organizational Documents or other similar organizational document, each as currently in effect.

  • The execution, delivery of and the performance of the Corporation’s obligations under the Bond Documents will not violate the Corporation Organizational Documents.

  • There are no agreements to which the Corporation is a party with respect to the voting or transfer of any securities of the Corporation other than as set out in the Corporation Organizational Documents and, in respect of transfer of securities, its listing agreements with the TSX and the NYSE, its ordinary-course agreements with its transfer agent and the restrictions on transfer of options imposed by its existing stock option plan and agreements.

  • All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued in accordance with the Corporation Organizational Documents and are fully paid and non- assessable and were not issued in violation of any preemptive rights, rights of first refusal, rights of first offer, purchase options, call options or other similar rights of any Person.

  • At the Effective Time, by virtue of the Merger and without any action on the part of the MGEX, MGEX Delaware, or any other person, each membership of the MGEX issued and outstanding shall be converted into and exchanged for one (1) membership in the Surviving Corporation with such rights, privileges and obligations as are set forth in the Surviving Corporation Organizational Documents.

  • The Corporation is not in violation of any provisions of its Corporation Organizational Documents as currently in effect.

  • The shares of Surviving Corporation Common Stock being delivered by Holdings pursuant to Section 3.01(a) and the Per Share Consideration being delivered by Holdings hereunder shall be duly and validly issued, fully paid and nonassessable, and each such share or other security shall be issued free and clear of preemptive rights and all Liens, other than transfer restrictions under applicable securities laws and the Surviving Corporation Organizational Documents.

  • The persons who immediately prior to the Effective Time of the Merger constitute the board of directors and officers of the MGEX shall be the directors and officers of the Surviving Corporation from and after the Effective Time and shall hold office until their respective successors are duly elected or appointed and qualified in the manner provided in the Surviving Corporation Organizational Documents, or as otherwise provided by law.

Related to Corporation Organizational Documents

  • New Organizational Documents means the documents providing for corporate governance of New Valaris Holdco and the Reorganized Debtors, including charters, bylaws, operating agreements, or other organizational documents or shareholders’ agreements, as applicable, consistent with section 1123(a)(6) of the Bankruptcy Code (as applicable).

  • Parent Organizational Documents means the certificate of incorporation and bylaws, each as amended as of the date of this Agreement, of each of Parent and Merger Sub.

  • Company Organizational Documents means the certificate of incorporation and bylaws (or the equivalent organizational documents) of the Company and its Subsidiaries as in effect on the date of this Agreement.

  • Organizational Document means (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) operating agreement, limited liability company agreement, or similar document governing a limited liability company; (c) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person; and (d) any amendment to any of the foregoing.

  • Organizational Documents means (a) with respect to a corporation, the charter, articles or certificate of incorporation, as applicable, and bylaws thereof, (b) with respect to a limited liability company, the certificate of formation or organization, as applicable, and the operating or limited liability company agreement thereof, (c) with respect to a partnership, the certificate of formation and the partnership agreement, and (d) with respect to any other Person the organizational, constituent and/or governing documents and/or instruments of such Person.

  • Business organization means an individual, partnership, association, joint stock company, trust, corporation or other legal business entity or successor thereof.

  • Constituent Documents means with respect to any Person, as applicable, such Person’s certificate of incorporation, articles of incorporation, by-laws, certificate of formation, articles of organization, limited liability company agreement, management agreement, operating agreement, shareholder agreement, partnership agreement or similar document or agreement governing such Person’s existence, organization or management or concerning disposition of ownership interests of such Person or voting rights among such Person’s owners.

  • Governing Documents means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.

  • Constituent organization means an organization that is party to a merger.

  • Constitutional Documents means, with respect to a particular legal entity, the articles of incorporation, certificate of incorporation, formation or registration (including, if applicable, certificates of change of name), memorandum of association, articles of association, bylaws, articles of organization, limited liability company agreement, trust deed, trust instrument, operating agreement, joint venture agreement, business license, or similar or other constitutive, governing, or charter documents, or equivalent documents, of such entity.

  • Certificate of organization means the certificate required by section 489.201. The term includes the certificate as amended or restated.

  • Articles of Incorporation means the Articles of Incorporation of the Company, as amended from time to time.

  • Member organization means any individual, corporation, limited liability company, partnership, or association that belongs to an association.

  • Parent organization means the entity named in Item I. of the Policy Declarations.

  • Instrument of Incorporation means the instrument of incorporation of the ICAV;

  • Foreign organization means an organization created under laws other than the laws of this state for a purpose for which an organization may be created under the laws of this state.

  • Governing Document means any charter, articles, bylaws, certificate or similar document adopted, filed or registered in connection with the creation, formation, organization or governance of any entity.

  • Parent Bylaws means the Bylaws of Parent.

  • Indian organization means the governing body of any Indian tribe or entity established or recognized by the governing body of an Indian tribe for the purposes of 25 U.S.C., chapter 17.

  • Articles of Organization means the original documents filed to organize a limited liability company, as amended or restated by certificates of correction, amendment, or merger, by restated articles, or by other instruments filed or issued under any statute.

  • Formation means a body of rock characterized by a degree of lithologic homogeneity which is prevailingly, but not necessarily, tabular and is mappable on the earth's surface or traceable in the subsurface.

  • Company Governing Documents means the Company Bylaws and the Company Certificate.

  • ADR Organization means The American Arbitration Association or, if The American Arbitration Association no longer exists or if its ADR Rules would no longer permit mediation or arbitration, as applicable, of the dispute, another nationally recognized mediation or arbitration organization selected by the Sponsor.

  • Stewardship organization means an organization, association, or

  • Incorporation means applying manure using injection, disking into the soil, tilling the soil after application, or using other practices that result in at least 50 percent of the manure being placed below the ground surface within 24 hours of application and prior to rainfall.

  • Memorandum and Articles of Association means the Memorandum and Articles of Association of the Company, as amended and restated from time to time.