Organizational Documents B definition

Organizational Documents B has the meaning given to it in Section 5.17;
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Organizational Documents B has the meaning given to it in Section 5.17; “Parties” means all parties to this Agreement and “Party” means any one of them;
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Examples of Organizational Documents B in a sentence

  • Other than this Agreement and any related transaction documents, the Organizational Documents B and restrictions imposed by Applicable Law, at the Closing, the Shares B will not be subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the Shares B, other than any agreement to which any CMTC Entity is a party.

  • The Company shall not (A) amend its Organizational Documents, (B) permit any of its Subsidiaries to amend any such Subsidiary’s Organizational Documents or (C) exercise, or permit any of its Subsidiaries to exercise, any approval or consent right within its discretion to amend any Organizational Documents of any Company Joint Venture, except in the case of clause (B) and (C) for immaterial or ministerial amendments.

  • Material Contracts shall not include any of the following: (A) Organizational Documents, (B) real property leases or Realty Use Rights described in Sections 4.7, (C) Contracts relating to commercial “off the shelf” software or (D) Contracts relating to employee benefits.

  • Notwithstanding the foregoing, Material Contracts shall not include any of the following: (A) Organizational Documents, (B) real property leases, (C) Realty Use Rights Agreements, (D) Contracts relating to commercial “off the shelf” software, (E) Contracts relating to employee benefits, or (F) enterprise level Contracts maintained by Seller or its Affiliates (other than the Company) for the benefit of certain Affiliates of Seller (which may, prior to the Closing, include the Company).

  • Except as set forth in Section 3.7 of the Company Disclosure Letter, neither the fulfillment by the Company of its obligations under this Agreement nor consummation of the Sale or the Restructuring will violate: (A) any provision of an Acquired Company's Organizational Documents; (B) any Material Contract or material Permit to which an Acquired Company is party or by which such Person or its assets is bound; or (C) any order or decree of any court or Governmental Authority.

  • Neither the fulfillment by the Seller of its obligations under this Agreement nor the consummation of the Sale or the Restructuring will violate: (A) any provision of the Seller's or any of its Subsidiaries' Organizational Documents; (B) any Material Contract to which the Seller or any of its Subsidiaries is party or by which it is bound; or (C) any order or decree of any court or Governmental Authority.

  • Material Contracts shall not include any of the following: (A) Organizational Documents, (B) real property leases described in Section 4.7(b), (C) Contracts relating to commercial “off the shelf” software or (D) Contracts relating to employee benefits.

Related to Organizational Documents B

  • 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.

  • Organizational Document means (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) operating agreement, limited liability company agreement, or similar document governing a limited liability company; (c) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person; and (d) any amendment to any of the foregoing.

  • 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).

  • Parent Organizational Documents means the certificate of incorporation and bylaws, each as amended as of the date of this Agreement, of each of Parent and Merger Sub.

  • Company Organizational Documents means the certificate of incorporation and bylaws (or the equivalent organizational documents) of the Company and its Subsidiaries as in effect on the date of this Agreement.

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

  • Constitutional Documents means, with respect to a particular legal entity, the articles of incorporation, certificate of incorporation, formation or registration (including, if applicable, certificates of change of name), memorandum of association, articles of association, bylaws, articles of organization, limited liability company agreement, trust deed, trust instrument, operating agreement, joint venture agreement, business license, or similar or other constitutive, governing, or charter documents, or equivalent documents, of such entity.

  • 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.

  • Governing Document means any charter, articles, bylaws, certificate or similar document adopted, filed or registered in connection with the creation, formation, organization or governance of any entity.

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

  • 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).

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

  • Organization Documents means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

  • Material Documents has the meaning set forth in Section 5.23.

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

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

  • Parent Bylaws means the Bylaws of Parent.

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

  • Organic Documents with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person.

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

  • Governing Instruments means, with regard to any entity, the articles of incorporation and bylaws in the case of a corporation, certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership, the articles of formation and the operating agreement in the case of a limited liability company, the trust instrument in the case of a trust, or similar governing documents, in each case as 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.

  • 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.

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