Holding Company Constituent Documents definition

Holding Company Constituent Documents means (i) Holding Company’s Memorandum of Association and Articles of Association to be adopted by the holders of Holding Company Stock if Holding Company is incorporated in the Bahamas, or (ii) such other constituent documents as required by the jurisdiction in which Holding Company is formed, and in either case, substantially in the form included in the Plan Supplement.
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Examples of Holding Company Constituent Documents in a sentence

  • On or before the Effective Date, the officers of Holding Company shall be selected and appointed by the Holding Company Board of Directors in accordance with, and pursuant to, the provisions of the Holding Company Constituent Documents and Shareholders’ Agreement.

  • On or before the Effective Date, the members of the Holding Company Board of Directors shall be appointed in accordance with the provisions of the Holding Company Constituent Documents and Shareholders’ Agreement.

  • For example, if Holding Company is formed as a Delaware LLC, Holding Company Constituent Documents would likely consist of an Operating Agreement and a Certificate of Formation, or similar documents.

  • For purposes of this Plan and specifically, for purposes of describing, inter alia, the requisite Holding Company Constituent Documents, Holding Company Stock, the Shareholders’ Agreement and all other documents related to formation and operation of Holding Company and the rights and obligations of holders of Holding Company Stock as contemplated by the Plan Support and Lock-Up Agreement, this Plan assumes that Holding Company will be formed as a Bahamian company.

  • As soon as practicable to timely implement the provisions of the Plan, Holding Company will be formed and the Holding Company Constituent Documents will be adopted and the same will be filed with the relevant governmental or other body as may be required by applicable law.

  • The Holding Company Constituent Documents shall provide for preemptive rights for all the holders of Holding Company Stock.

  • From and after the Effective Date, holders of shares of Holding Company Class A Stock and Holding Company Class B Stock shall have the rights and obligations described in the Holding Company Constituent Documents and the Shareholders’ Agreement.

  • Preemptive Rights The Holding Company Constituent Documents will provide to holders of Holding Company Stock customary preemptive rights in connection with future issuances of Holding Company Stock.

  • Any member of senior management of Holding Company will be automatically removed from his or her position upon criminal conviction; provided that the vacancy created by any such removal shall be filled as set forth in the Plan, the Holding Company Constituent Documents and the Shareholder Agreement.

  • The Debtors believe that any documents required to be prepared in connection with formation of Holding Company as a Delaware LLC will generally encompass the same rights and obligations contemplated by the Holding Company Constituent Documents, the Shareholders’ Agreement and any other Plan Documents, as discussed herein.

Related to Holding Company Constituent Documents

  • 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.

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

  • Governing Documents means, with respect to any Person, such Person’s charter, articles or certificate of incorporation, limited partnership, formation or organization, bylaws, limited partnership agreement, limited liability company agreement or other documents or instruments which establish the rules, procedures and rights with respect to such Person’ governance, in each case as amended, restated, supplemented and/or modified and in effect as of the relevant date.

  • Organizational Documents means, with respect to any Person (other than an individual), (a) the certificate or articles of incorporation or organization and any joint venture, limited liability company, operating or partnership agreement and other similar documents adopted or filed in connection with the creation, formation or organization of such Person and (b) all by-laws, voting agreements and similar documents, instruments or agreements relating to the organization or governance of such Person, in each case, as amended or supplemented.

  • 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).

  • 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.

  • 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).

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

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

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

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

  • Company Organizational Documents means the Certificate of Incorporation and Bylaws of the Company and any other organizational documents of the Company and any of its Subsidiaries, each as amended.

  • Parent Bylaws means the Bylaws of Parent.

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

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

  • Certification of Incorporation means the restated certificate of incorporation of the Corporation, as it may be amended from time to time, and shall include this Certificate of Designations.

  • Governing Document means any charter, articles, bylaws, certificate, statement, statutes or similar document adopted, filed or registered in connection with the creation, formation or organization of an entity, and any Contract among all equityholders, partners or members of an entity.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

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

  • Merger Documents means, collectively, this Agreement, the Certificate of Merger, and all other agreements and documents entered into in connection with the Merger and the other transactions contemplated hereby.

  • Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • 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.

  • Formation means an assemblage of earth materials grouped together into a unit that is convenient for description or mapping.

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