Newco Charter Documents definition

Newco Charter Documents has the meaning set forth in Section 6.1.
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Newco Charter Documents as defined in Recital B hereof. Newco Ordinary Share Certificate: certificates for Newco Ordinary Shares.
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Newco Charter Documents shall have the meaning set forth in Section 4.1 of this Agreement.
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Examples of Newco Charter Documents in a sentence

  • 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.

  • Newco is not in violation of the Newco Charter Documents, except as would not have, individually or in the aggregate, a Newco Material Adverse Effect.

  • 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.

  • True, complete and correct copies of the Certificate of Incorporation and the Bylaws, as amended, of Newco (collectively, the "Newco Charter Documents") have been made available to the Company.

  • Seller has made available to Purchaser true, correct and complete copies of its charter and bylaws, in each case as amended to the date hereof (the "Seller Charter Documents"), and shall have made available to Purchaser prior to Closing true, correct and complete copies of Newco's organizational documents (the "Newco Charter Documents") and Delaware Sub’s organizational documents (the “Delaware Sub Charter Documents”).

  • True, complete and correct copies of the Certificate of Incorporation and Bylaws (the "Newco Charter Documents") have been provided to BPI.

  • Newco shall operate in accordance with this Plan, the Plan Supplement, the Confirmation Order, the Newco Charter Documents, the FTC Letter, and applicable law.

  • True, complete and correct copies of the Certificate of Incorporation and Bylaws, each as amended of NFLI (the "NFLI Charter Documents") and Newco (the "Newco Charter Documents") have been provided to ANI.

  • At the Closing, Newco will not be in violation, of any of the provisions of the Newco Charter Documents.

  • True, complete and correct copies of the Certificate of Incorporation and Bylaws (the "Newco Charter Documents") have been provided to ASH.

Related to Newco Charter Documents

  • 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).

  • 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.

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

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

  • 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.

  • Organizational Documents means, with respect to any Person, the articles or certificate of incorporation or organization and by-laws, the limited partnership agreement, the partnership agreement or the limited liability company agreement, operating agreement or such other organizational documents of such Person.

  • Parent Organizational Documents means Parent’s certificate of incorporation and Parent’s bylaws, in each case as they may be amended or amended and restated from time to time in accordance with the terms of this Agreement.

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

  • 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.

  • 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.

  • Reorganization Documents means the Reorganization Agreement, this Agreement, the Holdco LLC Agreement, the Tax Receivable Agreement, the Exchange Agreement, the Registration Rights Agreement, the Employee Equity Letters, the MIP and the Equity Purchase Agreements.

  • 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.

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

  • Governing Documents means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.

  • Time Charter means the time charter party between Owners as owners and Stena Bulk AB (the "Time Charterers") as charterers effective attached hereto as Annex 1. "Agreement" means Part I, Part II, including Additional Clauses 21-31 as well as Annex 1.

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

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

  • New Organizational Documents means the forms of the organizational documents of the Reorganized Debtors, including certificates or articles of incorporation, bylaws, shareholder agreements, or other formation or governance documents in form and substance acceptable to the Required Consenting First Lien Noteholders and the Debtors and reasonably acceptable to the Required Consenting Second Lien Term Lenders.

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

  • Parent Bylaws means the Bylaws of Parent.

  • 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.

  • Acquisition Documents means the Acquisition Agreement and any other documents executed or issued, or to be executed or issued, by or on behalf of the Target and/or Horizon in respect of the Acquisition (but excluding the Loan Documents).

  • Fundamental Documents means, with respect to a corporation, the charter and bylaws (each as amended) or, with respect to any other Person, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.

  • L/C Documents means the Letters of Credit, any draft or other document presented in connection with a drawing thereunder, the Applications and this Agreement.