Corporate Law Sample Clauses

Corporate Law. Companies from the UK, in particular "Lim- ited" companies with an administrative seat in the EU, have so far been recognised on the basis of the case law of the ECJ (European Court of Justice) and the previously applicable freedom of establishment. This case law also continued to apply for the period of the transitional period. For example, “Limited” companies registered in the territory of the EU were able to incorpo- rate their business into another legal form or carry out a cross-border merger. On 01.01.2021, the recognition ended for "Limited" companies with an administrative office within the EU. The shareholders thus face the possibility of being personally liable for the liabilities of the com- pany.
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Corporate Law. This Agreement has been duly and validly executed and delivered by the Company and EHL and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of the Company and EHL, enforceable against each of them in accordance with the terms hereof, except as may be limited by bankruptcy, insolvency, winding-up, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
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Corporate Law. Xxxxxx Automotive will obtain the unanimous written consent of its stockholders for the adoption of this Agreement and the approval of the Exchange in accordance with the State of Nevada law.
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Corporate Law. 1.1 Declaration.....................................................................................................3.1
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Corporate Law. The tenor of the Media Statement suggests that MTN would be treated as a subsidiary of Bharti Airtel for the purposes of consolidation of accounts. In the event of such a treatment, it would be difficult for MTN to have voting rights in Bharti Airtel as Section 42 of the Companies Act, 1956 (“Act”) precludes a subsidiary from exercising its voting rights on shares of its holding company. Further, consent of other shareholders who may have negotiated certain investor protection rights at the time of their investment may also be required. Tax Laws Since the Transaction does not envisage transfer of shares of an Indian company, there should not be any capital gains tax in India. However, if the structure finally agreed upon in the Transaction envisages transfer of Indian company‟s shares, capital gains tax may be applicable as per the Indian Income Tax Act, 1961, unless the said capital gains are exempt under the provisions of the appropriate tax treaty, if any. This space has been intentionally left blank PROPOSED STRUCTURE The following are possible structures that in our view are likely to be explored by Bharti Airtel and MTN to consummate the Transaction and to achieve the commercial objectives. The structures are based on the facts made public by the Media Statement and the intent to allocate a mere economic interest to MTN in Bharti Airtel. Depending on the actual facts and circumstances, the parties to the Transaction may explore other viable structures. Further, MTN and Bharti Airtel may ultimately decide to invest through intermediate jurisdictions for tax efficiency and flexibility in restructuring purposes. Before we attempt to analyze the possible structures that may be considered for the Transaction, it will be important to familiarize the reader with the shareholding patterns of both Bharti Airtel and its parent, Bharti Telecom. Present shareholding in Bharti Airtel:10 Present Shareholding in Bharti Telecom11: Foreign Investment: 43.14% Foreign Investment: 47.38% Domestic Investment: 56.86% Domestic Investment: 52.62% MF’s & FI’s Others Mutual Funds Others Directors and their 1.36 0.38 7.38 4.38 FII’s 20.72 45.30 Bharti Telecom 13.64 47.38 Body Corporate 37.23 21.85 Foreign bodies corporate Foreign Investment We understand that the concept of “economic interest” may be instrumental, as all the ensuing structures that we have contemplated for consummation of the potential Transaction have been designed keeping in mind that MTN shall only acquire ...
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Corporate Law. After the Incorporation Date and the Closing Date, the Company will have complied in all material respects with the provisions of the French Commercial Code and all returns, particulars, resolutions and other documents required under any applicable French Law to be delivered on behalf of the Company to any Governmental Authority in France will have been duly delivered and will be correct, in each case, in all material respects.
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Corporate Law. Purchaser complies in all material respects with the provisions of the Laws of the jurisdiction of its formation and all returns, particulars, resolutions and other documents required under any applicable Law to be delivered on behalf of Purchaser to any Governmental Authority in Germany have been duly delivered and were correct, in each case, in all material respects.
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Related to Corporate Law

  • Corporate Formalities The Borrower will strictly observe limited liability company formalities in its dealings with the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof, and funds or other assets of the Borrower will not be commingled with those of the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof except as permitted by this Agreement in connection with servicing the Pool Receivables. The Borrower shall not maintain joint bank accounts or other depository accounts to which the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliate thereof (other than the Servicer solely in its capacity as such) has independent access. The Borrower is not named, and has not entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy with respect to any loss relating to the property of the Servicer, the Parent, the Performance Guarantor, the Originators or any Subsidiaries or other Affiliates thereof. The Borrower will pay to the appropriate Affiliate the marginal increase or, in the absence of such increase, the market amount of its portion of the premium payable with respect to any insurance policy that covers the Borrower and such Affiliate.

  • Delaware Law The laws of the State of Delaware shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the Partners.

  • Corporate Services This Agreement sets forth the terms and conditions for the provision by PROVIDING PARTY to RECEIVING PARTY of various corporate services and products, as more fully described below and in Schedule 1.1(a) attached hereto (the Scheduled Services, the Omitted Services, the Resumed Services and Special Projects (as defined below), collectively, the "Corporate Services").

  • Application of Delaware Law This Agreement, and the application of interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Delaware, and specifically the Delaware Act.

  • CORPORATE AND PARTNERSHIP AUTHORITY If Tenant is a corporation or partnership, or is comprised of either or both of them, each individual executing this Amendment for the corporation or partnership represents that he or she is duly authorized to execute and deliver this Amendment on behalf of the corporation or partnership and that this Amendment is binding upon the corporation or partnership in accordance with its terms.

  • Registered Office and Agent The registered office and registered agent of the Company shall be the registered office and registered agent named in the Certificate of Formation. The Company may change the registered office and registered agent as the Sole Member may from time to time deem necessary or advisable.

  • Corporate Securities Law THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Formation of Limited Liability Company The Company was formed on January 13, 2017, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Delaware Act”), by the filing of a Certificate of Formation of the Company with the office of the Secretary of the State of Delaware. The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Delaware Act. To the extent this Agreement is inconsistent in any respect with the Delaware Act, this Agreement shall control.

  • The Limited Liability Company 8 2.1 Formation; Effective Date of Agreement .................................... 8 2.2 Name ...................................................................... 8 2.3 Business Purpose .......................................................... 9 2.4 Powers .................................................................... 9 2.5 Duration .................................................................. 9 2.6 Registered Office and Registered Agent .................................... 9 2.7

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