Newco Certificate of Incorporation definition

Newco Certificate of Incorporation means the Certificate of Incorporation of Newco as attached in Attachment VIII.
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Newco Certificate of Incorporation means the Certificate of Incorporation of Newco, which shall be in substantially the form set forth in Exhibit B.
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Newco Certificate of Incorporation has the meaning given to such term in the recitals hereto.
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Examples of Newco Certificate of Incorporation in a sentence

  • True and complete copies of the Restated Articles of Incorporation (the "BANC ONE Articles") and Regulations (the "Regulations") of BANC ONE, and of the Certificate of Incorporation (the "Newco Certificate of Incorporation") and By-Laws of Newco, in each case as in effect as of the date of this Agreement, have previously been made available by BANC ONE to FCN.

  • BANC ONE and Newco shall, prior to the First Effective Time, take such corporate, stockholder and other action as is required to amend the Newco Certificate of Incorporation in order to authorize sufficient shares of Newco Capital Stock to complete the transactions contemplated hereby.

  • After the Effective Date, Newco may amend and restate the Newco Certificate of Incorporation or Newco Bylaws as permitted by applicable law.

  • The Newco Certificate of Incorporation will authorize the issuance of shares of Newco Common Stock in amounts not less than the amounts necessary to permit the distributions thereof required or contemplated by the Plan.

  • As of the Effective Date, the Newco Certificate of Incorporation and the Newco Bylaws shall be substantially in the forms of Exhibits B and C, respectively.

  • Exhibit G (Form of Newco Certificate of Incorporation) to the Transaction Agreement is hereby deleted and replaced in its entirety with Exhibit G-1 hereto.

  • All directors of Newco shall serve until their successors are duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Newco Certificate of Incorporation and Bylaws.

  • The authorized capital stock of Newco immediately following consummation of the First Step Merger (and prior to the Effective Time) will be as set forth in the form of Newco Certificate of Incorporation.

  • The Newco Certificate of Incorporation shall, among other things: (i) prohibit the issuance of nonvoting equity securities, to the extent required by section 1123(a) of the Bankruptcy Code; and (ii) authorize the issuance of Newco Common Stock in amounts not less than the amounts necessary to permit the distributions thereof required or contemplated by the Plan.

  • Prior to the Effective Time, Avatex shall cause Newco to file with the Secretary of State of the State of Delaware the Newco Certificate of Incorporation substantially in the form annexed hereto as Exhibit F.


More Definitions of Newco Certificate of Incorporation

Newco Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of NewCo, substantially in the form of Exhibit D.
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Related to Newco Certificate of Incorporation

  • Company Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company as amended and restated and as in effect as of the date hereof.

  • Restated Certificate of Incorporation means the Restated Certificate of Incorporation of the Company, as amended.

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

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

  • Amended and Restated Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company, as in effect as of the Effective Date.

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

  • State of Incorporation means Delaware.

  • Bylaws means the bylaws of the Corporation, as they may be amended from time to time.

  • 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.

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

  • Parent Bylaws means the Bylaws of Parent.

  • Incorporation means applying manure using injection, disking into the soil, tilling the soil after application, or using other practices that result in at least 50 percent of the manure being placed below the ground surface within 24 hours of application and prior to rainfall.

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

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

  • Certificate of organization means the certificate required by section 489.201. The term includes the certificate as amended or restated.

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

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

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

  • Certificate of Arrangement means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement;

  • Articles of Organization means the original documents filed to organize a limited liability company, as amended or restated by certificates of correction, amendment, or merger, by restated articles, or by other instruments filed or issued under any statute.

  • Delaware Law means the General Corporation Law of the State of Delaware.

  • Certificate of Amalgamation means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;

  • Memorandum of Association means the memorandum of association of the Company, as amended or substituted from time to time;

  • DGCL means the General Corporation Law of the State of Delaware.

  • Charter means the Corporation’s certificate or articles of incorporation, articles of association, or similar organizational document.