Charter and Bylaws Clause Samples
The Charter and Bylaws clause establishes that a corporation's operations and governance are governed by its foundational documents, namely the charter (or articles of incorporation) and the bylaws. This clause typically clarifies that all actions, rights, and obligations of the corporation and its stakeholders must conform to these documents, which may outline procedures for meetings, voting, officer roles, and other internal matters. Its core function is to ensure that the corporation operates within a clear legal and procedural framework, thereby promoting consistency and reducing disputes over governance issues.
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Charter and Bylaws. The rights of all stockholders and the terms of all stock are subject to the provisions of the Charter and the Bylaws.
Charter and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of the Charter or the Bylaws. Prior to the consummation of the Initial Business Combination, the Company will not amend the Charter in a manner adverse to the public stockholders without the prior written consent of the Representative.
Charter and Bylaws. The WP Partners have delivered to ▇▇▇▇▇▇▇ complete and correct copies of the Charter and Bylaws each WP Subsidiary as in effect as of the Agreement Date.
Charter and Bylaws. 9 3.3. Capitalization............................................ 9 3.4. Authority; Due Authorization; Binding Agreement........... 10 3.5. No Violation; Consents.................................... 10 3.6. Compliance................................................ 11 3.7. SEC Filings; Financial Statements ........................ 11 3.8. Absence of Certain Changes or Events...................... 12 3.9. Litigation................................................ 12 3.10.
Charter and Bylaws. The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its second amended and restated certificate of incorporation or its bylaws. Except as provided in Section 3.27, prior to the consummation of a Business Combination, the Company will not amend its second amended and restated certificate of incorporation or its bylaws without the prior written consent of the Representative.
Charter and Bylaws. 11 SECTION 4.3 Company Capitalization......................................................... 12 SECTION 4.4
Charter and Bylaws. (a) At the Effective Time, the Company Charter as in effect immediately prior to the Effective Time shall be amended and restated in its entirety to read as set forth on Exhibit A, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation until thereafter further amended in accordance with its terms and the DGCL.
(b) At the Effective Time, the Company Bylaws as in effect immediately prior to the Effective Time shall be amended and restated in their entirety to read as set forth on Exhibit B, and as so amended and restated shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the terms of the certificate of incorporation of the Surviving Corporation, and the DGCL.
Charter and Bylaws. 1 Section 1.4. Directors.............................................................................1 Section 1.5. Officers..............................................................................2
Charter and Bylaws. The Certificate of Incorporation of the Company in effect at the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with applicable law. The Bylaws of the Company in effect at the Effective Time shall be the Bylaws of the Surviving Corporation until amended in accordance with applicable law.
Charter and Bylaws. The Company’s Charter and Bylaws, as amended or restated to date, as filed with the SEC, are a complete and correct copy of such documents as in effect on the date hereof.