Constating Documents Clause Samples
The "Constating Documents" clause defines the foundational legal documents that establish and govern a corporation or other legal entity. These documents typically include the articles of incorporation, bylaws, and any amendments or certificates of incorporation, which together set out the entity’s structure, powers, and internal rules. In practice, this clause clarifies exactly which documents are considered authoritative for interpreting the entity’s rights and obligations. Its core function is to ensure clarity and certainty regarding the governing framework of the organization, reducing ambiguity about which documents control its operations and legal status.
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Constating Documents. The Subscriber acknowledges that the applicable Fund and the Subscriber’s rights as an investor in each applicable Fund will be governed by the terms of the constating documents of each applicable Fund, including, but not limited to, the master trust agreement or other document governing the applicable Fund or similar document. The constating documents of each applicable Fund shall be made available by the Manager upon the request of the Subscriber.
Constating Documents. So long as this Agreement shall remain in effect, subject to Laws, the Constating Documents shall accommodate and be subject to, and not in any respect conflict with, the rights and obligations set forth herein. In the event of any conflict or inconsistency between the terms of this Agreement, on the one hand, and the Constating Documents, on the other hand, the terms of this Agreement shall prevail to the extent of the conflict or inconsistency.
Constating Documents. (A) To the extent any Transfer is permitted pursuant to the terms of this Agreement, the Company shall use reasonable best efforts, including without limitation taking all such steps as may reasonably be within its powers, to permit such Transfer to be effected in compliance with the terms of this Agreement and the Constating Documents.
(B) The Company, Harbinger and Pinnacle shall each use their respective reasonable best efforts, including without limitation taking all such steps as may reasonably be within their respective powers (including, with respect to each of Harbinger and Pinnacle, voting its respective Voting Securities (or, if more convenient, executing written shareholders’ consent resolutions), so as to cause any Transfer permitted under this Agreement to be deemed a permissible Transfer under Section 2.11 of the Articles of the Company.
(C) The Company represents and warrants to Harbinger and Pinnacle that the Board has resolved, by all required corporate action, that any Transfer permitted under this Agreement shall be deemed a permissible Transfer under Section 2.11 of the Articles of the Company and that such Board approval shall satisfy the requirement to obtain the approval of the Board for purposes of Section 2.11 of the Articles of the Company. In addition, the parties hereto agree, in their capacity as holders of a majority of the Common Shares, that any Transfer permitted under this Agreement is hereby approved by them and shall therefore be a permissible Transfer under Section 2.11 of the Articles.
Constating Documents. The articles of incorporation of the Purchaser --------------------- have not been altered since the incorporation of the Purchaser except as disclosed in the minute books of the Purchaser.
Constating Documents. The Administrative Agent shall have received certified copies of the constating documents of each MDA Party and MDA Pledgor.
Constating Documents. Amend any of its constating documents if such amendment is or could reasonably be expected to be prejudicial to any of the Finance Parties.
Constating Documents. The articles and bylaws of CEC North Star have not been altered or amended since incorporation other than a name change;
Constating Documents. A true copy of the articles and all by-laws of the Relevant Holdco has been made available to the Buyer on or before the date hereof.
Constating Documents. The Constating Documents made available to the Buyer in the Data Room constitute all of the charter documents of the Corporation and the Subsidiary and are in full force and effect; no action has been taken to further amend the Constating Documents and no changes to the Constating Documents are planned.
Constating Documents not alter or amend the constating documents, including its articles and by-laws, in any manner that could adversely affect the success of the transactions contemplated by this Agreement, except as agreed to in writing by the Purchaser or as required to give effect to such transactions;