Parent Constituent Documents definition

Parent Constituent Documents means the certificate of incorporation and bylaws, including all amendments thereto, of Parent.
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Parent Constituent Documents means the certificate of formation and bylaws of Parent.
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Parent Constituent Documents shall have the meaning set forth in Section 3.2.
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Examples of Parent Constituent Documents in a sentence

  • You will be given sedation to ensure you are relaxed and generally do not feel pain, but you may feel some pressure on your abdomen during your colonoscopy.

  • All outstanding shares of Parent Common Stock and all outstanding Parent Options and Parent Warrants have been issued and granted in compliance in all material respects with (y) all applicable securities laws and other applicable Legal Requirements, and (z) all requirements set forth in the Parent Constituent Documents and applicable Contracts.

  • The board of directors of Parent (at a meeting duly called and held in accordance with the Parent Constituent Documents) have unanimously determined that the Merger and this Agreement are advisable and in the best interests of Parent and its stockholders.

  • Each of the board of directors of Parent and the Merger Sub have taken all action necessary or required to render inapplicable to the Merger, this Agreement or any Related Agreement and the transactions contemplated herein or therein any anti-takeover provision in the Parent Constituent Documents.

  • The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub subject, in the case of the adoption of this Agreement and the Amended Parent Constituent Documents, to Parent Shareholder Approval.

  • Since January 1, 2006 there have been no formal meetings or other proceedings of the stockholders or boards of directors or any committee thereof of Parent or any Parent Subsidiary, including Merger Sub, that are not reflected in the Parent Constituent Documents.

  • There has not been any material violation of the Parent Constituent Documents, and Parent has not taken any action that is inconsistent in any material respect with the Parent Constituent Documents.

  • The board of directors of Parent (at a meeting duly called and held in accordance with the Parent Constituent Documents) has unanimously determined that the issuance of the Parent 4% Convertible Notes in the Merger is advisable and in the best interests of Parent.

  • Thereafter, Parent shall take, in accordance with applicable law and the Parent Constituent Documents, all action necessary to convene the Parent Stockholder Meeting as promptly as practicable.

  • There have been no formal meetings or other proceedings of the stockholders, the board of directors or any committee of the board of directors of Parent that are not fully reflected in the Parent Constituent Documents.


More Definitions of Parent Constituent Documents

Parent Constituent Documents shall have the meaning set forth in Section 4.04(b).
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Parent Constituent Documents means the Company’s Amended and Restated Certificate of Formation, Amended and Restated Bylaws and such other documents that govern its operation as currently in effect.
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Related to Parent Constituent Documents

  • 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.

  • 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.

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

  • 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.

  • 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 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).

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

  • 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.

  • Merger Documents shall have the meaning assigned to it in Section 2.6 hereof.

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

  • 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.

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

  • 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.

  • Operating Documents are, for any Person, such Person’s formation documents, as certified by the Secretary of State (or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.

  • 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).

  • 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.

  • Parent organization means the entity named in Item I. of the Policy Declarations.

  • Guarantor Documents means this Guaranty and all other certificates, documents, agreements and instruments delivered to any Guaranteed Party under or in connection with this Guaranty and the Loan Documents.

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

  • Buyer Documents has the meaning set forth in Section 5.2.

  • Constituent organization means an organization that is party to a merger.

  • Parent Contract means any Contract: (a) to which Parent is a party; (b) by which Parent or any Parent IP or any other asset of Parent is or may become bound or under which Parent has, or may become subject to, any obligation; or (c) under which Parent has or may acquire any right or interest.

  • Debt Financing Documents means the agreements, documents and certificates contemplated by the Financing, including all credit agreements, loan documents, purchase agreements, underwriting agreements, indentures, debentures and notes pursuant to which the Financing will be governed or contemplated by the Debt Commitment Letter.

  • Parent Bylaws means the Bylaws of Parent.

  • Subordinated Documents means the Subordinated Note and any and all other documents, agreements, writings or instruments executed in connection therewith or pursuant thereto, in each case, as in effect on the date hereof and as amended, modified, restated or Refinanced in accordance with the terms hereof.