Holdco Charter Documents definition

Holdco Charter Documents means the Holdco Certificate of Incorporation and the Holdco By-Laws.
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Holdco Charter Documents has the meaning set forth in Section 3.8(d).
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Examples of Holdco Charter Documents in a sentence

  • ML Holdco has previously furnished to Parent ---------------------- a complete and correct copy of its Memorandum of Association and Articles of Association or equivalent documents as amended to date (together, the "ML Holdco Charter Documents").

  • Verigy is not in material violation of any of the provisions of the Verigy Charter Documents, Holdco is not in material violation of any of the provisions of the Holdco Charter Documents and each Subsidiary of Verigy is not in material violation of its respective Subsidiary Charter Documents.

  • Except for the applications and filings relating to the Amalgamation, there are no outstanding applications or filings that would alter in any way the ML Holdco Charter Documents.

  • ML Holdco is not in violation of any of the provisions of the ML Holdco Charter Documents.

  • All issued shares of Holdco Common Stock are duly authorized, validly issued, fully paid and free of preemptive rights, other than preemptive rights pursuant to applicable Laws or the Holdco Charter Documents.

  • For the avoidance of doubt, the Scheme of Arrangement shall provide that the Holdco Charter Documents upon consummation of the Holdco Reorganization shall be in the form of the Verigy Charter Documents, after giving effect to the Charter Amendment.

Related to Holdco Charter Documents

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

  • Charter Documents means, with respect to any entity, the certificate of incorporation, the articles of incorporation, by-laws, articles of organization, limited liability company agreement, partnership agreement, formation agreement, joint venture agreement or other similar organizational documents of such entity (in each case, as amended).

  • Charter Document means as to any Person, its partnership agreement, certificate of incorporation, certificate of formation, operating agreement, membership agreement or similar constitutive document or agreement or its by-laws.

  • 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.

  • 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.

  • 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.

  • Parent Charter means the Certificate of Incorporation of Parent, as from time to time amended.

  • Company Charter means the certificate of incorporation of the Company, as amended.

  • Merger Documents shall have the meaning assigned to it in Section 2.6 hereof.

  • 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).

  • Charter Agreement means an agreement made in accordance with Section 53G-5-303 that authorizes the operation of a charter school.

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

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

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

  • Time Charter means the hire of a Vessel by which the charterer obtains possession and control of the Vessel for an agreed period of time or an agreed voyage.

  • CFA Charter means the charter earned through the Chartered Financial Analyst program prepared and administered by the CFA Institute and so named on the day this Instrument comes into force, and every program that preceded that program, or succeeded that program, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned program;

  • Reorganization Documents means the Reorganization Agreement, this Agreement, the Holdco LLC Agreement, the Tax Receivable Agreement, the Exchange Agreement, the Registration Rights Agreement, the Employee Equity Letters, the MIP and the Equity Purchase Agreements.

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

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

  • Acquisition Documents means the Acquisition Agreement, all other agreements to be entered into between or among the Acquired Company or its Affiliates and the Borrower or its Affiliates in connection with the Acquisition and all schedules, exhibits and annexes to each of the foregoing and all side letters, instruments and agreements affecting the terms of the foregoing or entered into in connection therewith.

  • L/C Documents means the Letters of Credit, any draft or other document presented in connection with a drawing thereunder, the Applications and this Agreement.

  • Fundamental Documents means, with respect to a corporation, the charter and bylaws (each as amended) or, with respect to any other Person, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.

  • 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.

  • Parent Bylaws means the Bylaws of Parent.

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

  • Bareboat Charter means the bareboat charter agreement to be executed by the Effective Date by the Borrower as owner and the Charterer as bareboat charterer.