Holdco Organizational Documents definition

Holdco Organizational Documents means the articles of association (statuten) of Holdco as amended, modified or supplemented from time to time, including as contemplated by Section 2.01(a).
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Holdco Organizational Documents means the certificate of incorporation and bylaws of HoldCo, as amended, modified or supplemented from time to time.
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Holdco Organizational Documents means (a) prior to the adoption of the First Amended and Restated HoldCo Certificate of Incorporation and the First Amended and Restated HoldCo Bylaws, the certificate of incorporation of HoldCo and the bylaws of HoldCo as then in effect, in each case, as they may be subsequently amended, restated, modified or supplemented from time to time in accordance with the terms thereof and the DGCL, (b) after the adoption of the First Amended and Restated HoldCo Certificate of Incorporation and the First Amended and Restated HoldCo Bylaws and prior to the HoldCo Recapitalization Effective Time, the First Amended and Restated HoldCo Certificate of Incorporation and the First Amended and Restated HoldCo Bylaws and (c) at and after the HoldCo Recapitalization Effective Time, the Second Amended and Restated HoldCo Certificate of Incorporation and Second Amended and Restated HoldCo Bylaws, in each case, as they may be subsequently amended, restated, modified or supplemented from time to time in accordance with the terms thereof and the DGCL.
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Examples of Holdco Organizational Documents in a sentence

  • At the Exchange Effective Time, HoldCo shall take all actions necessary to cause the individuals identified on Section 2.6(a)(i) of the Company Disclosure Letter to be the directors and officers of HoldCo, each to hold such office in accordance with the HoldCo Organizational Documents until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal.

  • The shares constituting the Merger Consideration being delivered by HoldCo 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 HoldCo Organizational Documents.

  • For the avoidance of doubt, any claimant’s acceptance of Reorganized HoldCo Common Stock, including any issuance and/or distribution of Second Lien Call Shares, if any, shall be deemed as its agreement to the New Reorganized HoldCo Organizational Documents, as the same may be amended or modified from time to time following the Effective Date in accordance with its terms.


More Definitions of Holdco Organizational Documents

Holdco Organizational Documents means the certificate of incorporation and bylaws of Holdco, as amended, modified or supplemented from time to time.
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Holdco Organizational Documents means the memorandum of association and bye-laws of Holdco to be adopted by Holdco upon its formation.
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Holdco Organizational Documents has the meaning set forth in Section 5.13.
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Holdco Organizational Documents means the articles of association of Holdco as amended, modified or supplemented from time to time, including as contemplated by Section 2.05(b) of the Business Combination Agreement.
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Holdco Organizational Documents means the memorandum of association and bye-laws of Holdco to be adopted by Holdco upon its formation. (aa) “Indebtedness” shall mean with respect to any Person as of any time, without duplication, (i) all indebtedness for borrowed money of such Person or indebtedness issued by such Person in substitution or exchange for borrowed money; (ii) indebtedness evidenced by any note, bond, debenture or other debt security, in each case, as of such time of such Person; (iii) obligations of such Person for the deferred purchase price of property or other services (other than trade payables or compensation or benefits incurred in the ordinary course of business); (iv) all obligations as lessee that are required to be capitalized in accordance with GAAP; (v) all obligations of such Person for the reimbursement of any obligor on any line of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, to the extent drawn or claimed against; (vi) all interest rate and currency swaps, caps, collars and similar agreements and hedging devices under which payments are obligated to be made by such Person; (vii) accrued but unpaid bonuses (including bonuses to be paid in connection with the transactions contemplated by this Agreement, if any) with respect to any Wejo Employee or Wejo Service Provider, together with all employer-side payroll and similar Taxes thereon; (viii) unpaid severance with respect to any former employee, individual independent contractor, or other non-employee service provider of Wejo or any Wejo Subsidiary, together with all employer-side payroll and similar Taxes thereon; (ix) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any Indebtedness of such Person; (x) any Liabilities in respect of any underfunded or unfunded Wejo Benefit Plan; and (xi) all obligations of the type referred to in clauses
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Related to Holdco 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, bylaws (or equivalent organizational or governing documents), and other organizational or governing documents, agreements or arrangements, each as amended to date, of each of Parent and Acquisition Sub.

  • Company Organizational Documents means the certificate of incorporation and bylaws of the Company, in each case as may be amended from time to time in accordance with the terms of this Agreement.

  • Organizational Documents means, with respect to any Person, the articles of incorporation, certificate of incorporation, certificate of formation, certificate of limited partnership, bylaws, limited liability company agreement, operating agreement, partnership agreement, stockholders’ agreement and all other similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of such Person, including any amendments thereto.

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

  • Constituent Documents means, with respect to any Person, (a) the articles of incorporation, certificate of incorporation, constitution or certificate of formation (or the equivalent organizational documents) of such Person, (b) the by-laws or operating agreement (or the equivalent governing documents) of such Person and (c) any document setting forth the manner of election or duties of the directors or managing members of such Person (if any) and the designation, amount or relative rights, limitations and preferences of any class or series of such Person’s Stock.

  • Material Documents has the meaning set forth in Section 5.23.

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

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

  • 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).

  • 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.

  • 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.

  • Constating Documents means: (a) with respect to a corporation, its constitution, articles or certificate of incorporation, amalgamation or continuance or other similar documents and its by-laws (if any); and (b) with respect to a limited liability company or limited partnership, its articles or certificate of formation or limited partnership, as the case may be, and its limited liability company or limited partnership agreement, as the case may be, in each case as amended or supplemented from time to time.