Target Organizational Documents definition

Target Organizational Documents has the meaning set forth in Section 2.3(a)(ii).
Sample 1Sample 2Sample 3
Target Organizational Documents means the Target Certificate of Incorporation and Bylaws of Target.
Sample 1
Target Organizational Documents means the Target’s certificate of incorporation and bylaws, as amended.
Sample 1

Examples of Target Organizational Documents in a sentence

  • The Target Organizational Documents are in full force and effect as of the date hereof.

  • The allocation of the Merger Consideration as set forth in the Closing Payment Schedule complies and is in accordance with the Target Organizational Documents and Delaware Law.

  • By their respective execution hereof, upon the terms and subject to the conditions of this Agreement, at Closing Seller hereby agrees to sell and assign to Purchaser, free and clear of all Encumbrances other than those expressly set forth in the Target Organizational Documents or this Agreement or created by Purchaser, and Purchaser hereby agrees to purchase and accept from Seller, all right, title, and interest in and to the Common Interest.

  • Target has heretofore made available to Purchasers complete and correct copies of Target's articles of association (the "Target Organizational Documents").

  • As promptly as practicable and in accordance with the DGCL and the Target Organizational Documents, the Target shall solicit each of its shareholders who have not already signed the Shareholder Consent to execute and deliver the Shareholder Consent to the Company.

  • Neither Target nor any Target Related Business is in violation of any of the provisions of the Target Organizational Documents or the Target Related Business Organizational Documents, respectively.

  • Target shall promptly after the execution of this Agreement take all action necessary in accordance with Delaware Law, other Applicable Law and the Target Organizational Documents to obtain the Written Consent from the Stockholders providing the Requisite Approval.

  • The affirmative vote of the Stockholders providing for the Requisite Approval is the only approval necessary of the holders of Target Capital Stock to approve and adopt this Agreement and the transactions contemplated hereby, and no other vote or consent of the holders of Target Capital Stock is necessary under Delaware Law or the Target Organizational Documents.

  • The Target Organizational Documents, the Owner Organizational Documents, and the Summit TRS Organizational Documents are in full force and effect and have not been modified, supplemented or amended.

  • The Seller shall enter into an escrow agreement, substantially in the form of Exhibit A hereto (the “Escrow Agreement”), with the Purchaser and the Escrow Agent pursuant to which the Purchase Price shall be held in escrow and, subject to Section 2.7, released to the Seller in accordance with the terms thereof in the event of the registration of the Amended Target Organizational Documents, as necessary under Ukrainian Law.


More Definitions of Target Organizational Documents

Target Organizational Documents means the Target Certificate, the Target Company Agreement, and other documents listed on Exhibit J attached hereto. “Tax” (and, with correlative meaning, “Taxes”) means any federal, state, local or foreign income, gross receipts, property, sales, use, occupancy, license, excise, franchise, employment, payroll, estimated, unemployment, escheat and unclaimed property obligations, premium, withholding, alternative or added minimum, ad valorem, transfer or excise tax, built-in gains taxes, prohibited transaction taxes and all other taxes described in Code Section 857(b), or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty or addition thereto, whether disputed or not, imposed by any Authority.
Sample 1
Target Organizational Documents has the meaning specified in Section 3.1.
Sample 1
Target Organizational Documents is defined in Section 4.6
Sample 1

Related to Target Organizational Documents

  • 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).

  • 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.

  • Company Organizational Documents means the certificate of incorporation and bylaws (or the equivalent organizational documents) of the Company and its Subsidiaries as in effect on the date of this Agreement.

  • 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.

  • Organizational Document means (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) operating agreement, limited liability company agreement, or similar document governing a limited liability company; (c) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person; and (d) any amendment to any of the foregoing.

  • Governing Documents means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.

  • Constitutional Documents means, with respect to a particular legal entity, the articles of incorporation, certificate of incorporation, formation or registration (including, if applicable, certificates of change of name), memorandum of association, articles of association, bylaws, articles of organization, limited liability company agreement, trust deed, trust instrument, operating agreement, joint venture agreement, business license, or similar or other constitutive, governing, or charter documents, or equivalent documents, of such entity.

  • 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.

  • Material Documents has the meaning set forth in Section 5.23.

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

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

  • 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.

  • 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).

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

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

  • Member organization means any individual, corporation, limited liability company, partnership, or association that belongs to an association.

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

  • Parent Bylaws means the Bylaws of Parent.

  • Charter Document means as to any Person, its partnership agreement, certificate of incorporation, certificate of formation, operating agreement, membership agreement or similar constitutive document or agreement or its by-laws.

  • Organizational Action means with respect to any corporation, limited liability company, partnership, limited partnership, limited liability partnership or other legally authorized incorporated or unincorporated entity, any corporate, organizational or partnership action (including any required shareholder, member or partner action), or other similar official action, as applicable, taken by such entity.

  • 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.

  • Foreign organization means an organization created under laws other than the laws of this state for a purpose for which an organization may be created under the laws of this state.

  • Business organization means an individual, partnership, association, joint stock company, trust, corporation or other legal business entity or successor thereof.

  • ADR Organization means The American Arbitration Association or, if The American Arbitration Association no longer exists or if its ADR Rules would no longer permit mediation or arbitration, as applicable, of the dispute, another nationally recognized mediation or arbitration organization selected by the Sponsor.

  • Organizational Unit means a Laboratory School or any

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