Parent Articles and Bylaws definition

Parent Articles and Bylaws shall have the meaning specified in Section 3.1.
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Parent Articles and Bylaws shall have the meaning specified in Section 3.1. "Parent Exchange Option" shall have the meaning specified in Section 2.3(a). "Parent Material Adverse Effect" shall mean any Material Adverse Effect with respect to the Parent and any of its subsidiaries when taken as a whole. "Parent Preferred Stock" shall have the meaning specified in Section 3.3. "Parent Rights" shall have the meaning set forth in Section 3.3. "Parent Rights Agreement" shall have the meaning set forth in Section 3.3. "Parent SEC Documents" shall have the meaning specified in Section 3.10. "Parent Series C Preferred Stock" shall have the meaning set forth in Section 3.3. "Parent Shareholder Authorizations" shall have the meaning specified in Section 3.5. "Parent Shareholders" shall have the meaning specified in Section 3.4. "Parent Shareholders' Meeting" shall have the meaning specified in Section 5.2(h). "PBGC" shall have the meaning specified in Section 4.9(g)(ii). "Peer Group" shall mean the following companies: Giant Cement Holding, Inc., Lafarge Corporation, Lone Star Industries, Inc. and Centex Construction Products, Inc. "Peer Group Composite Index" is defined as the percentage change (expressed in positive or negative percentage points) in the average of the volume weighted average trading prices of the common stock of each of the companies in the Peer Group, as reported by Bloomberg Financial Markets, weighted by the market capitalization of each such company, from the date of this Agreement to the last day of the Test Period. For this purpose, the market capitalization of each such company on a given date shall be determined by multiplying the number of outstanding shares of common stock of such company, as reflected in the most recently available filings with the Commission (with appropriate adjustments for any stock splits, stock dividends or similar events), times the volume weighted average trading price of such common stock on the such date. "Pension Plans" shall have the meaning specified in Section 4.9(f). "Permits" shall have the meaning specified in Section 4.20. "Person" shall mean an individual, partnership, corporation, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other legal entity of any kind. "Prior Event" shall have the meaning specified in Section 8.12(c). "Prospectus" shall have the meaning specified in Section 3.11. "Qualified Company Plan" shall have the meaning spec...
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Examples of Parent Articles and Bylaws in a sentence

  • Neither Parent nor any of its subsidiaries is in default in the performance, observance or fulfillment of any provision of, in the case of Parent, its Articles of Incorporation, as amended and restated, or Bylaws ("Parent Articles and Bylaws"), or, in the case of any subsidiary of Parent, its Articles of Incorporation, Bylaws or other organizational documents.

  • Parent shall take all action in accordance with Applicable Laws and the Parent Articles and Bylaws necessary to convene a meeting of Parent Shareholders as promptly as practicable to consider and vote upon the Parent Shareholder Authorizations.

  • Parent has made available to the Company complete and correct copies of its Certificate of Incorporation (the "Parent Articles") and By-laws (the "Parent By-laws") and the Articles of incorporation and by-laws or comparable organizational documents) of each of its Subsidiaries and Merger Sub, in each case as amended to the date of this Agreement.

  • Parent has made available to the Company complete and correct copies of its Articles of Incorporation (the "Parent Articles") and By-laws (the "Parent By-laws") and the articles of incorporation and by-laws (or comparable organizational documents) of each of its Subsidiaries and Merger Sub, in each case as amended to the date of this Agreement.

  • Parent has, prior to the date hereof, made available to the Company complete and correct copies of its Articles of Incorporation (the "Parent Articles") and Bylaws (the "Parent Bylaws") and the articles of incorporation and by-laws or comparable organizational documents) of each of its Subsidiaries and Merger Sub, in each case as amended to the date of this Agreement.

  • On or after the Effective Date, subject to (a) compliance with the Parent Articles and Bylaws, and (b) meeting the eligibility requirements for a director of Parent and Parent Bank of any Bank Regulatory Authority, Xxxxx X.

Related to Parent Articles and Bylaws

  • Parent Bylaws means the Bylaws of Parent.

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

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

  • 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.

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

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

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

  • Merger Subs has the meaning set forth in the Preamble.

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

  • Amended Articles means the amended articles of JMB, reflecting the alterations to the Original Articles as provided for in the Plan, substantially in the form attached as Schedule “A” to the Plan;

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

  • Restated Articles means the Amended and Restated Memorandum and Articles of Association of the Company.

  • 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.

  • Merger Sub has the meaning set forth in the Preamble.

  • Merger Sub I has the meaning set forth in the Preamble.

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

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

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

  • 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.

  • 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.

  • these Articles means these articles of association as altered from time to time and the expression “this article” shall be construed accordingly;

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

  • the Articles means these Articles of Association of the Academy Trust;