Commercial Register Sample Clauses

Commercial Register. The Company shall not make or submit any modifications or amendments of corporate documents, including but not limited to the Articles, to the Commercial Register prior to the Closing Date, except as required by the Commercial Register prior to the Closing.
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Commercial Register. The documents contained in the commercial register (Handelsregister) of the Target Company on the Signing Date are true and complete and the registered information accurately reflects the current corporate status of the Target Company. No resolutions or other statements to amend the documents or the registered information have been made, and no filings with any commercial register in respect of the Target Company are pending. Share Sale and Purchase Agreement
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Commercial Register. As soon as practicable following the date of this Agreement, and in any event, within two Business Days of this Agreement, Parent shall apply to the Commercial Register for the appointment of an independent auditor (Sacheinlageprüfer) (the “Independent Auditor”) to issue a report addressing the adequacy of the in-kind contribution of the Subject Shares to be provided to Parent in exchange for the Exchange Shares pursuant to the Contribution-in-Kind Agreement. At the Share Exchange Closing, Parent and each Stockholder shall execute a Contribution-in-Kind Agreement and a Subscription Certificate, substantially in the form attached hereto as Exhibit C. Parent shall use its reasonable best efforts to file an application for the registration of the Capital Increase with the Commercial Register prior to the opening of the Vienna Stock Exchange for trading on the Business Day immediately following the Share Exchange Closing Date, and in any event no later than the second Business Day following the Share Exchange Closing Date. Parent shall use its reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, and to assist and cooperate with the Commercial Register in doing, all things necessary, proper or advisable to (a) discuss and seek pre-clearance with the Commercial Register of the filing of the registration of the Capital Increase in an attempt to expedite the review and approval process with respect thereto and (b) consummate and make effective in the most expeditious manner practicable, the registration of the Capital Increase in the Commercial Register.
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Commercial Register. 34 Disclosure Schedule 8.4.5 Voting Agreements ............................................ 34
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Commercial Register. Purchaser hereby agrees that, within 30 days of the Closing Date, Purchaser shall notify the Commercial Register in Ingolstadt, Germany that a share transfer has occurred.
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Related to Commercial Register

  • Registered Agent; Registered Office The registered agent for service of process on the Company in the State of Delaware shall be The Corporation Trust Company. The registered office of the Company in the State of Delaware shall be c/o The Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, in the County of New Castle. The Board of Managers may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State.

  • Registered Agent and Registered Office Principal Place of Business (a) Registered Agent and Registered Office. The name of the registered agent of the Trust and the address of the registered office of the Trust are as set forth on the Certificate of Trust.

  • Registered Agent and Registered Office The name of the registered agent of the Trust and the address of the registered office of the Trust are as set forth on the Certificate of Trust.

  • Maintenance of Register The Administrative Agent shall maintain at one of its offices in Charlotte, North Carolina a copy of each Lender assignment agreement delivered to it in accordance with the terms of subsection (b) above and a register for the recordation of the identity of the principal amount, type and Interest Period of each Loan outstanding hereunder, the names, addresses and the Commitments of the Lenders pursuant to the terms hereof from time to time (the "Register"). The Administrative Agent will make reasonable efforts to maintain the accuracy of the Register and to promptly update the Register from time to time, as necessary. The entries in the Register shall be conclusive in the absence of manifest error and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement. The Register shall be available for inspection by the Borrower and each Lender, at any reasonable time and from time to time upon reasonable prior notice.

  • Registered Office and Registered Agent; Principal Office (a) The registered office of the Company, required by the Act to be maintained in the State of Delaware, shall be the initial registered office named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

  • Securities Not Registered Such Purchaser understands that the Securities have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Securities must continue to be held by such Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Such Purchaser understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it) promulgated under the Securities Act depend on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

  • Shares Not Registered The Purchaser understands and acknowledges that the offering of the Shares pursuant to this Agreement will not be registered under the Securities Act on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from registration under the Securities Act pursuant to Section 4(2) thereof and exempt from registration pursuant to applicable state securities or blue sky laws, and that the Company’s reliance upon such exemptions is predicated upon such Purchaser’s representations set forth in this Agreement. The Purchaser acknowledges and understands that the Shares must be held indefinitely unless the Shares are subsequently registered under the Securities Act and qualified under state law or unless an exemption from such registration and such qualification is available.

  • Registered Office and Registered Agent The street address of the registered office of the Company in the State of Delaware shall be as selected by the Board. The Board may elect to change the registered office and the registered agent of the Company at any time.

  • Registered Office; Registered Agent; Principal Office The name of the Company’s registered agent for service of process is The Corporation Trust Company, and the address of the Company’s registered office in the State of Delaware is The Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000. The principal place of business of the Company shall be located at 0000 Xxxx Xxxxxxx Xxxxx, The Woodlands, Texas 77380-1046. The Members may change the Company’s registered agent or the location of the Company’s registered office or principal place of business as the Members may from time to time determine.

  • Securities Are Not Registered (a) The Holder understands that the Warrant and the Exercise Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.

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