Parent A&R Charter definition

Parent A&R Charter has the meaning specified in the Recitals hereto.
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Parent A&R Charter has the meaning set forth in Section 2.5(a).
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Examples of Parent A&R Charter in a sentence

  • The Certificate of Incorporation shall be amended and restated in the form of the Parent A&R Charter.

  • Xxxxxxx Title: Corporate Secretary ANNEX I Parent A&R Charter SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GORES HOLDINGS VIII, INC.

  • Immediately prior to the Effective Time, subject to obtaining the approval of the Necessary Stockholder Matters, Parent shall (a) adopt the amended and restated bylaws of Parent, the form of which is attached hereto as Exhibit E (“Parent A&R Bylaws”), and (b) adopt and cause to be filed the Parent A&R Charter with the Delaware Secretary of State, which shall, among other things, change the name of Parent to “SmartRent, Inc.” or such other name substantially similar thereto as agreed to by the Parties.

  • Immediately prior to the Effective Time, subject to obtaining the approval of Necessary Stockholder Matters, Parent shall (i) adopt the amended and restated bylaws of Parent, the form of which is attached hereto as Exhibit B (“Parent A&R Bylaws”) and (ii) adopt and cause to be filed the Parent A&R Charter with the Delaware Secretary of State, which shall, among other things, change the name of Parent to “DocGo, Inc.” or such other name substantially similar thereto as agreed to by the Parties.

  • Exhibits A, B and C to the Merger Agreement are replaced in their entirety with the forms of A&R Registration Rights Agreement, Parent A&R Charter and Parent A&R Bylaws attached to this Amendment No. 2 as Annexes I, II and III, respectively.

  • By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: President and Chief Financial Officer Exhibit C Parent A&R Charter AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GORES XXXXXXXXXXX II, INC.

  • Assuming the Company Requisite Approval and the Parent Stockholder Approval have been obtained, Parent shall file the Parent A&R Charter with the Secretary of State of the State of Delaware, effective prior to the Effective Time, in accordance with the applicable provisions of the DGCL.

  • Exhibit B to the Merger Agreement is replaced in its entirety with the form of Parent A&R Charter attached to this Amendment No. 1 as Annex I.

  • Exhibit A to the Merger Agreement is hereby deleted and replaced with the form of Parent A&R Charter attached hereto as Exhibit A.

  • Exhibit C to the Merger Agreement is replaced in its entirety with the form of Parent A&R Charter attached to this Amendment No. 1 as Annex I.

Related to Parent A&R Charter

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

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

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

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

  • 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.

  • 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.

  • 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.

  • Parent Bylaws means the Bylaws of Parent.

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

  • Restated Charter means the Company’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time.

  • Effective Time has the meaning set forth in Section 2.2.

  • 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.

  • 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 Articles means the Articles of Incorporation of the Company, as amended.

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

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

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

  • Merger Sub Board means the board of directors of Merger Sub.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • MergerSub has the meaning set forth in the Preamble.

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

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