Newco Charter definition

Newco Charter has the meaning assigned in Section 2.15(a).
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Newco Charter has the meaning set forth in Section 6.3(a)(i) of this Agreement.
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Newco Charter means the Restated Certificate of Incorporation of Newco in effect as of the Closing Date.
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Examples of Newco Charter in a sentence

  • Immediately following the Effective Time and pursuant to the Plan, the Newco Charter shall be further amended to change the name of Newco from “AMR Corporation” to “American Airlines Group Inc.”.

  • Upon the filing of the Newco Charter Amendment with the Secretary of State of the State of Delaware, the authorized capital stock of Newco will consist of (i) 100,000,000 shares of Newco Common Stock; (ii) 100,000,000 shares of Newco Class B Common Stock; and (iii) 100,000,000 shares of preferred stock, par value $0.01 per share, (the "Newco Preferred Stock").

  • All Seller Charter Documents are in full force and effect, and the Newco Charter Documents shall, as of the Closing, be in full force and effect.

  • Seller is not in violation of the Seller Charter Documents, and, as of the Closing, (i) Newco shall not be in violation of the Newco Charter Documents, and (ii) Delaware Sub shall not be in violation of the Delaware Sub Charter Documents, except, in each case, as would not have, individually or in the aggregate, a Seller Material Adverse Effect.

  • Prior to the Effective Time, the Newco Charter will be amended to increase the number of shares of authorized capital stock to a number that will be equal to at least the Newco Total Share Number, which number of authorized shares, as well as the Newco Total Share Number, shall be mutually agreed by Hippo and Rhino sufficiently in advance of the Closing Date to avoid any delay in the occurrence of the Closing.

  • Therefore, the19For each individual, based on the combination of his province of birth and month/year of birth, the probability of conducting military service and the probability of serving outside the individual’s region of residence can be constructed.

  • Prior to the date the Prospectus / Proxy Statement is initially mailed to US Airways stockholders, American, US Airways and Merger Sub shall cooperate in good faith to approve a certificate or certificates of designation to the Newco Charter as reasonably necessary to create the Newco Mandatorily Convertible Preferred Stock, which certificate or certificates of designation shall be reasonably acceptable to each of American and US Airways.

  • Constellation OP and Newco shall have entered into an ownership waiver letter in a form reasonably acceptable to all parties pursuant to which Newco has exempted Constellation OP from the ownership limits set forth in the Newco Charter and established an Excepted Holder Limit (as such term is defined in the Newco Charter) for Constellation OP pursuant to Section 7.2.7 of Newco Charter that allows Constellation OP to own 39% of Newco Common Stock, on a fully diluted basis.

  • The terms and conditions of the Noteholder Newco Interests shall be as set forth in the Noteholder Newco Charter.

  • Xxxxxxx is such a person), a person reasonably acceptable to Monsanto and PNU shall have been appointed Chief Executive Officer of Monsanto (it being understood and agreed that Xxxx Xxxxxx is such a person), and the Newco Charter and the Newco By-laws shall have become and remain effective.


More Definitions of Newco Charter

Newco Charter means the form of the certificate of incorporation of NewCo that will be in effect from and after the Effective Time until subsequently amended or restated or otherwise modified.
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Newco Charter means the Amended and Restated Certificate of Incorporation of NewCo in substantially the form attached hereto as Exhibit D.
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Newco Charter means the Restated Certificate of Incorporation of Newco in effect as of the Closing Date. “ NYSE ” means the New York Stock Exchange.
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Related to Newco Charter

  • CFA Charter means the charter earned through the Chartered Financial Analyst program prepared and administered by the CFA Institute and so named on the day this Instrument comes into force, and every program that preceded that program, or succeeded that program, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned program;

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

  • 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.

  • Time Charter means the hire of a Vessel by which the charterer obtains possession and control of the Vessel for an agreed period of time or an agreed voyage.

  • Air charter service means an air carrier operation which requires the customer to

  • 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.

  • Bareboat Charter means the bareboat charter agreement to be executed by the Effective Date by the Borrower as owner and the Charterer as bareboat charterer.

  • Charter Agreement means an agreement made in accordance with Section 53G-5-303 that authorizes the operation of a charter school.

  • Restated Charter means the Restated Charter of the Corporation, as may be amended from time to time.

  • Charter Documents means, with respect to any Person, the certificate or articles of incorporation or organization, memoranda of association, by-laws or operating agreement, and other organizational or governing documents of such Person.

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

  • Community Charter means the Community Charter, S.B.C. 2003, c. 26, as may be amended or replaced from time to time;

  • Company Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company.

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

  • Charter Assignment means a specific assignment of each Extended Employment Contract required to be executed hereunder by any Borrower in favour of the Security Trustee (including any notices and/or acknowledgements and/or undertakings associated therewith) in such form as the Agent and the Majority Lenders may require in their sole discretion;

  • 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.

  • Articles of Association means the articles of association of the Company, as amended from time to time.

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

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

  • Parent Bylaws means the Bylaws of Parent.

  • 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.

  • Charter Amendment means the Certificate of Amendment to the Certificate of Incorporation, in the form attached hereto as Exhibit D.

  • Memorandum and Articles means the amended and restated memorandum and articles of association of the Company currently in effect, as may be amended or restated from time to time.

  • 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.

  • Articles of Incorporation means the Articles of Incorporation, Declaration of Trust, or other similar organizational document as the case may be, of a Fund as the same may be amended from time to time.