Governing and Offering Documents definition

Governing and Offering Documents means a collective reference to (i) the Limited Partnership Agreement and the Confidential Private Offering Memorandum, as supplemented or amended, of Viridian Fund LP; and (ii) the Confidential Private Offering Memorandum, as applicable, as supplemented or amended, and the Memorandum and Articles of Association for each of Viridian Fund Ltd. and Viridian Ltd., as supplemented or amended.
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Governing and Offering Documents means a collective reference to (i) the Limited Partnership Agreement, the Confidential Private Offering Memorandum, as supplemented or amended, and the Subscription Documents for each of CastleRock Partners, LP and CastleRock Partners II, LP; (ii) the Offering Circular, as supplemented or amended, the Subscription Documents, and the Memorandum and Articles of Association of CastleRock Fund, Ltd.; and (iii) the Memorandum and Articles of Association of CastleRock Master Fund, Ltd.
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Governing and Offering Documents means (i) the Partnership Agreement and the Confidential Private Offering Memorandum, as supplemented or amended, of Banyan Capital Fund, L.P. and (ii) the Confidential Private Offering Memorandum, as applicable, as supplemented or amended, and the Memorandum and Articles of Association for each of Banyan Capital Fund Limited and Banyan Capital Master Fund Limited.
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Examples of Governing and Offering Documents in a sentence

  • Each Member who has made a Fund Contribution to the Company shall have the right, in its sole discretion and at any time, to require the Company by written notice to the Company to redeem all or any portion of the Company’s investment on behalf of such Member in the applicable Fund in accordance with the Governing and Offering Documents of the applicable Fund as if such Member were a direct investor in such Fund.


More Definitions of Governing and Offering Documents

Governing and Offering Documents means a collective reference to (i) the Operating Agreement and the Confidential Private Offering Memorandum, as supplemented or amended, of Brownstone Partners Catalyst Fund, LLC; (ii) the Confidential Private Offering Memorandum, as applicable, as supplemented or amended, and the Memorandum and Articles of Association for each of Brownstone Partners Catalyst Fund, LTD and Brownstone Partners Catalyst Master Fund, LP, as supplemented or amended.
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Governing and Offering Documents means a collective reference to (i) the Limited Liability Company Agreement and the Confidential Private Offering Memorandum, as supplemented or amended, of Conquest Macro Fund LLC; (ii) the Confidential Private Offering Memorandum, as applicable, as supplemented or amended, and the Memorandum and Articles of Association for each of Conquest Macro Fund Ltd. and Conquest Macro Master Fund Ltd., as supplemented or amended.
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Governing and Offering Documents means a collective reference to (i) the Limited Partnership Agreement and the Confidential Private Offering Memorandum, as supplemented or amended, of each of Glenrock Global Partners (AI), LP, Glenrock Global Partners (QP), LP, Glenrock Global Partners (BVI) Master Fund, LP; and (ii) the Confidential Private Offering Memorandum, as applicable, as supplemented or amended, and the Memorandum and Articles of Association of Glenrock Global Partners (BVI), LTD, as supplemented or amended.
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Governing and Offering Documents means a collective reference to (i) the Operating Agreement and the Confidential Private Offering Memorandum, as supplemented or amended of the Onshore Fund; (ii) the Confidential Private Offering Memorandum, as supplemented or amended, of the Offshore Fund, and the Memorandum of Association and Bye-Laws for each of the Offshore Fund and the Master Fund.
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Related to Governing and Offering Documents

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

  • Organization and Offering Expenses means any and all costs and expenses incurred by and to be paid from the assets of the Company in connection with and in preparing for the formation, qualification and registration of the Company, and the marketing and distribution of shares, including, without limitation, total underwriting and brokerage discounts and commissions (including fees of the underwriters’ attorneys), expenses for printing, engraving, amending, supplementing, mailing and distributing costs, salaries of employees while engaged in sales activity, telephone and other telecommunications costs, all advertising and marketing expenses (including the costs related to investor and broker-dealer sales meetings), charges of transfer agents, registrars, trustees, escrow agents or holders, depositories, experts, fees, expenses and taxes related to the filing, registration and qualification of the sale of the shares under federal and state laws, including taxes and fees and accountants’ and attorneys’ fees.

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

  • Governing Instruments means, with regard to any entity, the articles of incorporation and bylaws in the case of a corporation, certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership, the articles of formation and the operating agreement in the case of a limited liability company, the trust instrument in the case of a trust, or similar governing documents, in each case as amended from time to time.

  • Organizational and Offering Expenses means any and all costs and expenses, including Selling Commissions and the Marketing Support Fee incurred by the Company or any of its Affiliates in connection with the formation, qualification and registration of the Company and the marketing and distribution of Equity Shares in an Offering, including, without limitation, the following: legal, accounting and escrow fees; due diligence expenses; printing, amending, supplementing, mailing and distributing costs; personnel costs associated with processing investor subscriptions and the preparation and dissemination of organizational and offering documents and sales materials; telecopy and telephone costs; charges of transfer agents, registrars, trustees, depositories, and experts; and fees, expenses and taxes related to the filing, registration and qualification of the Equity Shares under federal and state laws.

  • Memorandum and Articles means the amended and restated memorandum and articles of association of the Company currently in effect, as may be amended or restated from time to time.

  • Offering Documents means the Canadian Offering Documents and the U.S. Offering Documents;

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

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Company Articles means the Articles of Incorporation of the Company, as amended.

  • 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.

  • 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.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Constating Documents means, with respect to any Person, its articles and/or certificate of incorporation, amendment, amalgamation or continuance, memorandum of association, charter, by-laws, declaration of trust and other constating documents (in the case of a trust), partnership agreement, limited liability company agreement or other similar document, and all unanimous shareholder agreements, other shareholder agreements, voting trust agreements and similar arrangements applicable to the Person’s Equity Interests, all as in effect from time to time.

  • Governing instrument means collectively this Agreement, the Bylaws, all amendments to this Agreement and the Bylaws and every resolution of the Trustees or any committee of the Trustees that by its terms is incorporated by reference into this Agreement or stated to constitute part of the Trust's Governing Instrument or that is incorporated herein by Section 2.3 of this Agreement;

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Constitutive Documents means the Trust Deed or such other documents as defined in the Regulations.

  • Subsequent Disclosure Documents means any financial statements, management’s discussion and analysis, information circulars, annual information forms, material change reports (other than confidential material change reports), business acquisition reports or other documents issued by the Corporation after the Execution Time which are, or are deemed to be, pursuant to applicable Securities Laws, incorporated by reference into the Final Prospectuses or any Prospectus Amendment;

  • Governing statute of an organization means the statute that governs the organization's internal affairs.

  • 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 Bylaws means the bylaws of the Company, as amended.

  • Bidding Documents means the set of Bidding Documents that preceded the placement of the Contract of which these GCC form a part, which were sold or issued by the Purchaser to potential Bidders, and in which the specifications, terms and conditions of the proposed procurement were prescribed.

  • Backstop Agreement has the meaning set forth in the recitals to this Agreement.

  • Adoptive placement means arranging for the care of a child who is in the custody of a

  • Company Charter Documents means the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement.