Seller Charter Documents definition

Seller Charter Documents means Seller’s certificate of incorporation (including the Certificate of Designations) and by-laws, each as amended.

Seller Charter Documents has the meaning set forth in Section 4.03.

Seller Charter Documents has the meaning set forth in Section 4.1 of this Agreement.

Examples of Seller Charter Documents in a sentence

• Seller is not in violation of any of the provisions of the Seller Charter Documents.

• 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.

• 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.

• Except as set forth on the Disclosure Schedule, the Seller is in compliance with the Seller Charter Documents, and in all material respects with the provisions of each mortgage, indenture, lease, license, other agreement or instrument, judgment, decree, judicial order, statute and regulation by which it is bound or to which its properties are subject and where non-compliance would not have a Material Adverse Effect on Seller.

• Except as set forth in the Seller Charter Documents or on the Disclosure Schedule, there are no voting agreements, voting trusts, registration rights, rights of first refusal, preemptive rights, buy-sell agreements, co-sale rights, or other restrictions applicable to any equity interests in Seller.

More Definitions of Seller Charter Documents

Seller Charter Documents has the meaning set forth in Section 3.03.

Seller Charter Documents means Seller’s or any of its Subsidiary’s Articles of Organization and operating agreement, or like organizational documents, including any amendments thereto, as in effect on the date of this Agreement.

Seller Charter Documents means the Sellers' Articles of ------------------------ Incorporation and By-Laws or other comparable charter documents (each as amended).

Seller Charter Documents means the Charter Documents of the Seller.

Seller Charter Documents shall have the meaning set forth in Section 5.1(b).

Seller Charter Documents means the Sellers' Articles of ------------------------ Incorporation and By-Laws or other comparable charter documents (each as amended). "Share" or "Shares" has the meaning specified in Section 2.01 of this ----- ------ Agreement. "Subsidiary" means, with respect to any Person, any other Person in which ---------- such Person, directly or indirectly through Subsidiaries or otherwise, beneficially owns more than fifty percent (50%) of either the equity interests in, or the voting control of, such other Person. "Subsidiary Charter Documents" shall mean the articles of incorporation and ---------------------------- by-laws (or other comparable charter documents) or each Subsidiary of each Company. "Tax" or "Taxes" means all taxes, charges, fees, imposts, levies or other --- ----- assessments, including, without limitation, all net income, franchise, profits, gross receipts, capital, sales, use, ad valorem, value added, transfer, transfer gains, inventory, capital stock, <PAGE> license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, real or personal property, and estimated taxes, water, rent and sewer service charges, customs duties, fees, assessments and charges of any kind whatsoever, together with any interest and any penalties, fines, additions to tax or additional amounts thereon, imposed by any taxing authority (federal, state, local or foreign) and shall include any transferee liability in respect of Taxes. "Tax Return" means all returns, declarations, reports, estimates, ---------- information returns and statements required to be filed in respect of any Taxes. "Third Person" has the meaning specified in Section 9.05(c) of this ------------ Agreement. "Transfer Taxes" means all sales, use, goods and services, transfer, -------------- capital duty (including any clawbacks of Dutch capital duty), recording, ad valorem and similar Taxes and fees incurred as a result of the transactions contemplated by this Agreement. "Transitional Services Agreement" shall mean a transitional services ------------------------------- agreement to be entered into on the Closing Date by Sellers and Buyer in the form attached hereto as Exhibit A. --------- ARTICLE II ---------- CONSIDERATION Section 2.01.

Seller Charter Documents is defined in Section 2.02.