Merger Sub Governing Documents definition

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.
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Merger Sub Governing Documents means (a) the articles of incorporation of Merger Sub, and (b) the bylaws of Merger Sub, each as in effect on the date hereof.
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Merger Sub Governing Documents. Section 1.4
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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.

  • At the Company Merger Effective Time, the Merger Sub Governing Documents (as defined below), as in effect immediately prior to the Company Merger Effective Time, shall be the governing documents of the surviving entity of the Company Merger, until thereafter supplemented or amended as provided therein and in accordance with applicable Law and the applicable provisions therein.

  • At the Partnership Merger Effective Time, the Merger Sub Governing Documents, as in effect immediately prior to the Partnership Merger Effective Time shall be the governing documents of the surviving entity of the Partnership Merger, until thereafter amended in accordance with applicable Law and the applicable provisions therein.

  • 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.

  • The copies of the Merger Sub Governing Documents that are attached as Section 4.2 to the Parent Disclosure Schedule are complete and correct copies thereof as in effect on the date hereof.

  • The rights and restrictions attached to the shares of the Surviving Corporation shall be as set out in the Merger Sub Governing Documents.

  • 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.

  • Partnership 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 Partnership Merger Sub Governing Documents not filed as of the date hereof with the SEC and is in compliance with the terms of the Partnership Merger Sub Governing Documents in all material respects.

  • Each of the Parent Governing Documents and the Merger Sub Governing Documents are in full force and effect, and neither Parent nor Merger Sub is in violation of any of the provisions of such documents.

  • Parent and Merger Sub are in compliance with the material terms of the Parent Governing Documents and Merger Sub Governing Documents, respectively.


More Definitions of Merger Sub Governing Documents

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...
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Merger Sub Governing Documents means the articles of organization and operating agreement of Merger Sub, as in effect on the date hereof. “ Order ” means a judgment, injunction, order or decree of any Governmental Authority.
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Merger Sub Governing Documents. Section 1.4 “Nonqualified Deferred Compensation Plan” Section 3.11.11
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Merger Sub Governing Documents has the meaning ascribed to it Section 1.4.
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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.
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Related to Merger Sub Governing Documents

  • 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, 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.

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

  • 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.

  • 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).

  • 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.

  • 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).

  • Merger Sub has the meaning set forth in the Preamble.

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