ACQUIREE Sample Clauses
The "ACQUIREE" clause defines the party in a transaction that is being acquired by another entity, typically in the context of mergers and acquisitions. This clause identifies the company or business whose ownership, assets, or shares are being transferred to the acquirer. For example, in a share purchase agreement, the ACQUIREE would be the company whose shares are being sold. The core function of this clause is to clearly specify which entity is subject to acquisition, thereby ensuring clarity and preventing disputes over the subject of the transaction.
ACQUIREE. ACQUIREE is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite corporate power and authority to enter into this Agreement and consummate the transactions contemplated hereunder and to own and operate its businesses as presently conducted, except where the failure to be or have any of the foregoing would not have a material adverse effect. ACQUIREE is duly qualified as a foreign company or other entity to do business and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except for such failures to be so qualified or in good standing as would not, individually or in the aggregate, have a material adverse effect. The Articles of Incorporation of ACQUIREE and all Amendments thereto as presently in effect, and the Bylaws of ACQUIREE as presently in effect, both of which shall be certified by the Secretary of ACQUIREE, have been delivered to ACQUIROR and are complete and correct and since the date of such delivery, there has been no amendment, modification or other change thereto. (ii) OWNERS. OWNERS are each duly organized, validly existing and in good standing under the laws of the jurisdiction of their respective organization. OWNERS each have the requisite corporate power and authority to enter into this Agreement and consummate the transactions contemplated hereunder.
ACQUIREE. (i) The Board of Directors of Acquiree, at a meeting held on December 11, 1997, adopted a resolution which declared that the Merger was advisable on substantially the terms and conditions set forth or referred to in the resolution and directed that the Merger be submitted for consideration at a special meeting of the stockholders of Acquiree.
(ii) The Merger was approved in accordance with the charter of Acquiree and the GCL by the sole stockholder of Acquiree on December 31, 1997 without a meeting of stockholders, and a written consent which sets forth the action of approving the Merger and is signed by the sole stockholder has been filed with Acquiree's records of stockholders meetings.