Subsidiary Charter Documents shall have the meaning set forth in Section 3.1(c).
Subsidiary Charter Documents means the certificate of incorporation, bylaws and other similar governing documents of each Company Subsidiary, in each case as amended to the date of this Agreement.
Subsidiary Charter Documents means the certificate of incorporation and bylaws, or like organizational documents of a Subsidiary; and (iv) “Commission” shall mean the Securities and Exchange Commission.
Examples of Subsidiary Charter Documents in a sentence
The extent to which the capacity of and flexibility within the Environmental Health Service can be enhanced by expanding the roles of the Pest Control Officers / Dog Wardens and developing multi-skilling.
None of such Company Subsidiaries is in default of such Subsidiary Charter Documents.
The Company is not in violation of any of the provisions of the Company Charter Documents, and no Subsidiary is in violation of any of its applicable Subsidiary Charter Documents.
After the Closing and for a period of seven (7) years following the Closing, Buyer shall not make any change to the Company Charter Documents or the Subsidiary Charter Documents in a manner that will cancel or derogate from the rights of the Company Indemnitees under this Section 5.10(a).
SafeStitch is not in violation of any of the provisions of the SafeStitch Charter Documents and each of its Subsidiaries is not in violation of its respective SafeStitch Subsidiary Charter Documents.
More Definitions of Subsidiary Charter Documents
Subsidiary Charter Documents has the meaning set forth in Section 2.1(b).
Subsidiary Charter Documents is defined in Section 2.4(b).
Subsidiary Charter Documents means the certificate of incorporation and bylaws, or like organizational documents, of each of the Company Subsidiaries.
Subsidiary Charter Documents means the certificate of incorporation and bylaws, or like organizational documents of a Subsidiary; and (iv) “Commission” shall mean the Securities and Exchange Commission. For purposes of this Agreement, the term “Material Adverse Change” when used in connection with an entity, means any change, event, violation, inaccuracy, circumstance or effect (any such item, an “Effect”), individually or when taken together with all other Effects that have occurred prior to the date of determination of the occurrence of the Material Adverse Change, that (i) is or is reasonably likely to be materially adverse to the business, assets (including intangible assets), capitalization, financial condition or results of operations of such entity taken as a whole with its subsidiaries or (ii) will or is reasonably likely to materially impede the ability of such entity to timely consummate the transactions contemplated by the Transaction Documents in accordance with the terms thereof and applicable legal requirements.
Subsidiary Charter Documents means, collectively, the articles of association or equivalent charter documents of each Subsidiary other than Cayman Holdco (as amended, supplemented or modified from time to time).
Subsidiary Charter Documents means 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.
Subsidiary Charter Documents. Section 2.2(b) “Tax/Taxes” Section 2.15(a) “Tax Opinion” Section 5.1(g) “Third Party Claim” Section 7.2 “Trademarks” Section 2.18 “Trading Day” Section 1.14(b)(iii) “Transaction Certificates” Section 1.2 “Transaction Consideration” Section 1.7(a) “Transaction Shares” Section 1.7(a)