Examples of Existing Company Articles in a sentence
The Company shall provide the Equityholders with such Disclosure Materials as shall be required by Applicable Law (including the CGCL), the Existing Company Articles, the Company’s By-laws and option agreements, which such Disclosure Materials shall be substantially in the form attached hereto as Exhibit F (the “Information Statement”).
Based upon the amount of the Per Share Amount and pursuant to the Existing Company Articles, each share of each series of Preferred Stock shall be treated for purposes of the Merger and this Agreement as if all holders of such series had converted such holder’s shares of such series into shares of Company Common Stock on a one-for-one basis immediately prior to the Effective Time.
Section 1.1 of the Partnership Agreement is hereby further amended to delete the final sentence of the definition of “Common Unit” and replace it with the following: The term “Common Unit” does not refer to a Class C Common Unit, a Class D Common Unit or a Class E Common Unit prior to its conversion into a Common Unit pursuant to the terms hereof.
The IPT personnel should document the responses to problems or concerns.
No other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize or approve the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the Transactions other than the approval of this Agreement and the Transactions by the Company’s shareholders as required by the Existing Company Articles and English Law (the “Required Company Shareholder Approval”).
No later than ten (10) Business Days following the date of this Agreement, the Company and the Supporting Company Holders shall take, or cause to be taken, such actions as are required to amend and restate the Existing Company Articles in the form set forth as Exhibit P (the “Company Articles Amendment”).
Except as set forth in Schedule 4.2, other than the Required Company Shareholder Approval, there is no shareholder of the Company or any Target Company whose Consent (other than as set forth in the Existing Company Articles) is required for the execution of this Agreement by the Company and the performance by the Company of its obligations under this Agreement and the Ancillary Documents to which it is a party.
Except as set forth in the Existing Company Articles or with respect to the Recapitalization, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any of its equity interests or securities, nor has the Company granted any registration rights to any Person with respect to its equity securities.
The Company is not in violation in any material respect of any of the provisions of the Existing Company Articles.