Merger Sub Governing Documents definition

Merger Sub Governing Documents means the articles of organization and limited liability company operating agreement of Merger Sub, as in effect on the date hereof.

Merger Sub Governing Documents means the certificate of formation and limited liability company operating agreement of Merger Sub, as in effect on the date hereof.

Merger Sub Governing Documents means (i) the charter of Merger Sub as in effect on the date hereof and (ii) the bylaws of Merger Sub as in effect on the date hereof.

Examples of Merger Sub Governing Documents in a sentence

• Merger Sub has made available true and correct copies of the Merger Sub Governing Documents, as amended through the date hereof, and each such organizational document is in full force and effect.

• Merger Sub has delivered to or made available to the Company, prior to the execution of this Agreement, true and complete copies of any amendments to the Merger Sub Governing Documents not filed as of the date of this Agreement with the SEC.

• Merger Sub is in compliance with the terms of the Merger Sub Governing Documents, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

• Constellation is not in violation of any of the provisions of the Constellation BVI Governing Documents, and Merger Sub is not in violation of any of the provisions of the Merger Sub Governing Documents.

• Constellation has heretofore furnished to the Company a complete and correct copy of the amended and restated memorandum of association and the amended and restated articles of association of Constellation (together the “ Constellation BVI Governing Documents ”) and Merger Sub has heretofore furnished to the Company a complete and correct copy of the certificate of incorporation and the by-laws, each as amended to date, of Merger Sub (together, the “ Merger Sub Governing Documents ”).

More Definitions of Merger Sub Governing Documents

Merger Sub Governing Documents. Section 1.4

Merger Sub Governing Documents means the Certificate of Formation of Merger Sub, dated as of August 1, 2014, and the Limited Liability Company Agreement of Merger Sub, dated as of August 1, 2014.

Merger Sub Governing Documents means the certificate of incorporation and bylaws of Merger Sub as in effect as of the date hereof.

Merger Sub Governing Documents means the articles of organization and limited liability company operating agreement of Merger Sub, as in effect on the date hereof. “Order” means a judgment, injunction, order or decree of any Governmental Authority. “Partnership Merger Consideration” means, (i) in respect of each REIT I OP Unit, a number of REIT I OP Class E Units equal to the Exchange Ratio and (ii) in respect of each REIT II OP Unit, one (1) unit of limited partnership interest of the Surviving Partnership of like class. “Permitted Liens” means any of the following: (i) Liens for Taxes or governmental assessments, charges or claims of payment not yet due, being contested in good faith or for which adequate accruals or reserves have been established; (ii) mechanics and materialmen’s Liens for amounts incurred in the ordinary course of business and which are not yet due and payable or are being contested in good faith or such Liens which have been filed of record but which have been bonded over or otherwise insured against; (iii) with respect to any real property, post-closing escrow agreements, leases, license agreements and similar occupancy agreements, contribution and tax protection agreements, bottom dollar guarantees, terms and provisions of any joint venture agreements existing at the date of this Agreement, Liens that are zoning regulations, entitlements (including associated security instruments encumbering any land for which REIT I or REIT II has an option to purchase) or other land use or environmental regulations by any Governmental Authority; (iv) with respect to REIT II, Liens that are disclosed on Section 1.1(b) of the REIT II Disclosure Letter (together will associated documentation which evidences or secures such Liens, including, without limitation, notes, mortgages, deeds of trust, assignments of leases and rents, guarantees, pledge agreements and similar documentation), and with respect REIT I, Liens that are disclosed on Section 1.1(a) of the REIT I Disclosure Letter (together will associated documentation which evidences or secures such Liens, including, without limitation, notes, mortgages, deeds of trust, assignments of leases and rents, guarantees, pledge agreements and similar documentation); (v) with respect to REIT II, Liens that are disclosed on the most recent consolidated balance sheet of REIT II, or notes thereto (or securing liabilities reflected on such balance sheet), and with respect to REIT I, Liens that are disclosed on the most recent consolidated b...

Merger Sub Governing Documents means the certificate of incorporation and bylaws of Merger Sub as in effect as of the date hereof. “Nasdaq” means the Nasdaq Capital Market.

Merger Sub Governing Documents has the meaning ascribed to it Section 1.4.

Merger Sub Governing Documents. Section 1.4 “Nonqualified Deferred Compensation Plan” Section 3.11.11