Agreement and Plan of Organization Sample Clauses

Agreement and Plan of Organization. 11 Representations in each Agreement and Plan of Organization . . . . . . . . . . . . . . . . . . . . . 12
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Agreement and Plan of Organization. The Company has entered into the agreements (each, an "Agreement and Plan of Organization"), set forth as Exhibits 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9 to the Registration Statement, pursuant to which the Company will become the record and beneficial owner of all of the outstanding capital stock of and ownership interests in each of the Founding Companies by means of a merger of an Acquisition Subsidiary with and into each of the Founding Companies. Each Agreement and Plan of Organization is in full force and effect, has been duly and validly authorized, executed and delivered by the parties thereto, constitutes a valid and binding agreement of the parties thereto, and is enforceable against the parties thereto in accordance with its terms and none of the parties thereto is in default in any respect thereunder. A complete and correct copy of each Agreement and Plan of Organization (including exhibits and schedules) has been delivered to the Representatives and the Company will promptly inform the Representatives of any changes therein made subsequent hereto and prior to the Closing Date.

Related to Agreement and Plan of Organization

  • Amendment of Organizational Documents The Borrower will not, or will permit any Restricted Subsidiary to, amend, modify or waive any of its rights under its articles or certificate of incorporation, by-laws or other organizational documents, in either case, to the extent such amendment, modification or waiver would be adverse in any material respect to the rights or interests of the Lenders hereunder or under any other Loan Document.

  • Modification of Organizational Documents Not permit the charter, by-laws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders.

  • Articles of Organization This Company is organized pursuant to the provisions of the COLORADO LIMITED LIABILITY COMPANY ACT (the “Act”, codified in Colorado Revised Statues §7-80-100 et seq. as it may be amended from time to time) and pursuant to Articles of Organization filed with the Secretary of State on January 24, 2014. The rights and obligations of the Company and the Members shall be provided in this Operating Agreement.

  • Amendments of Organization Documents Amend any of its Organization Documents in a manner materially adverse to the Lenders.

  • Amendments of Organizational Documents Amend any of its Organizational Documents in any manner that may be adverse to the Administrative Agent or the Lenders or otherwise result in a Material Adverse Effect.

  • Amendment of Agreement and Certificate of Limited Partnership For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an amendment of Exhibit A) and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4 hereof.

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

  • Preservation of Organization Seller shall use its reasonable best efforts, provided that no material expenditure is required, to preserve intact the business organization of the Business, to keep available the services of current employees of the Business and to preserve for Purchaser the present relationships of the Business with its suppliers and customers and others having business relations with the Business.

  • Amendment of Limited Liability Company Agreement (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx.

  • Governing Agreement The Assigned Transaction and the Confirmation shall form a part of, and be subject to, the ISDA Master Agreement dated as of September 29, 2006, as amended or supplemented from time to time (the "New Master Agreement"), between Assignee and Remaining Party. The Confirmation shall form a part of, and be subject to, the New Master Agreement.

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