Entity Structure Clause Samples

The Entity Structure clause defines the legal form and organizational setup of a party involved in an agreement, such as whether it is a corporation, partnership, or limited liability company. This clause typically outlines key details like the jurisdiction of formation, ownership structure, and any relevant registration information. By clearly specifying the entity's structure, the clause ensures all parties understand the legal identity and authority of the contracting party, reducing confusion and mitigating risks related to misrepresentation or lack of capacity.
POPULAR SAMPLE Copied 1 times
Entity Structure. Except for transfers of Interests to CPI Affiliates, from the Contract Date through and including the Closing Date, the Entities and Sellers shall maintain the same composition of its partners, shareholders and members as the case may be, as exists on the Contract Date, unless otherwise expressly or consented to by Buyer in writing.
View SourceView Similar (2)
Entity Structure. The Entity is a municipal corporation, political subdivision and body corporate, duly organized and existing under the laws of the state of Missouri.
View Source
Entity Structure. The Lender shall be satisfied with (i) the legal structure and capitalization of the Loan Parties, including the terms and conditions of the formation and organizational documents of the Loan Parties and of each agreement or instrument relating to such structure or capitalization thereof, and (ii) the non-consolidation under the Federal Bankruptcy Code and the bankruptcy-remote limited liability company status of the Borrower with respect to CFG and its affiliates and the members of the Borrower, including having an independent manager of the Borrower, and having customary "separateness" terms, covenants and conditions in the Borrower's Limited Liability Company Agreements and/or Certificates of Organization and/or the Loan Documents.
View Source
Entity Structure. There have been no changes in the organization, composition, ownership structure or formation documents of the Borrower or any Subsidiary Guarantor since the inception of the Loan (or the delivery by such Subsidiary Guarantor of the applicable Mortgage Instrument, as applicable) that would violate any restrictions set forth in the Loan Documents.
View Source
Entity Structure. From the Contract Date through and including the Closing Date, the Company and the Seller shall maintain the same composition of its members as exists on the Contract Date, unless otherwise expressly or consented to by Buyer in writing.
View Source
Entity Structure. From the Contract Date through and including the Closing Date, the Company and each of the Constellation Parties shall maintain the same composition of its members as exists on the Contract Date, unless otherwise expressly or consented to by Buyer in writing.
View Source
Entity Structure. Section 4.12 of the Parent Disclosure Schedule sets forth a list of each person who, as of the date hereof, (a) holds a direct or indirect interest (including aggregated interests) in Parent that is required to be disclosed pursuant to 47 C.F.R. § 63.04 and 63.24 or (b) exercises control over Parent as defined in 47 C.F.R. § 63.09(b) (each person covered by (a) or (b), a “Reportable Person”), including (i) the jurisdiction of organization of such person (if such person is not an individual) or the citizenship of such person (if such person is an individual) and (ii) the equity or voting interests of Parent or such other Reportable Person that are held by such person if such direct or indirect interest is 10% or greater. As of the date hereof, all Reportable Persons who are individuals are solely U.S. citizens (i.e., not holding any form of non-U.S. and/or dual citizenship) and all Reportable Persons that are entities are organized in United States. None of Parent nor any of its affiliates (within the meaning of 47 U.S.C. § 153(1)) (A) is a telecommunications provider pursuant to 47 C.F.R. § 63.03(b)(ii); (B) is an affiliate of a foreign carrier pursuant to 47 C.F.R. § 63.12(c)(1); or (C) is an affiliate of a dominant U.S. carrier pursuant to 47 C.F.R. § 63.12(c)(2). As of the date hereof, to the knowledge of Parent and pursuant to 47 C.F. R. s 63.03(c)(i)-(iv), (x) the applications to be filed by the parties for the FCC Approvals are not expected by Parent to include a non-routine request for waiver of the Commission’s rule or, on their face, violate a Commission rule or the Communications Act; and (y) Parent expects to respond promptly to Commission inquiries assuming timely cooperation by the Company to the extent required. To the knowledge of Parent, there is no fact or circumstance relating to the entity structure or ownership that would cause the FCC to deny the grant of the FCC Approvals or a State PSC to deny the grant of a State PSC Approval.
View Source

Related to Entity Structure

  • Structure a) The committee will meet as necessary at times determined by the Association and TEBA. b) The Association and TEBA shall each bear the cost of their participation in this committee. c) The Association and TEBA will each appoint three (3) representatives to the committee. d) The committee will be chaired jointly.

  • Master Feeder Structure If permitted by the 1940 Act, the Board of Trustees, by vote of a majority of the Trustees, and without a Shareholder vote, may cause the Trust or any one or more Series to convert to a master feeder structure (a structure in which a feeder fund invests all of its assets in a master fund, rather than making investments in securities directly) and thereby cause existing Series of the Trust to either become feeders in a master fund, or to become master funds in which other funds are feeders.

  • Group Structure 17.1 The Company does not have any Subsidiary nor has it at any time a member of or the beneficial owner of any shares, securities or other interest in any company or other person.

  • Alternative Structure (a) The Company shall use reasonable best efforts to cause any agreement, instrument or indenture with respect to indebtedness for borrowed money to which the Company or any of its Subsidiaries is a party to be amended prior to the date that is not later than the fifth business day prior to the date the Form S-4 Registration Statement is declared effective, if Parent reasonably determines that such amendment is necessary so that the Subsequent Merger will not have any of the effects described in Section 5.1(d)(ii) (mutatis mutandi) (without giving effect to (i) the Company Material Adverse Effect exception at the end of Section 5.1(d)(ii) and (ii) any cure period or notice requirement) with respect to such agreement, instrument or indenture (an “Indenture Impact”); provided that without Parent’s prior written consent the Company shall not make any non-de minimis consent payments to any third party in connection with the foregoing or agree to amend any of the terms of such agreement, instrument or indenture except to amend the provision giving rise to the Indenture Impact. (b) In the event that either (i) the Mergers would reasonably be likely to fail to qualify for the Intended Tax Treatment or (ii) the Subsequent Merger would have an Indenture Impact, the parties agree (x) to cooperate in good faith to explore alternative structures that would permit the transactions contemplated hereby to qualify as a reorganization within the meaning of Section 368(a) of the Code and (y) if each party to this Agreement in the exercise of its reasonable business discretion agrees to pursue such an alternative structure, the parties shall enter into an appropriate amendment to this Agreement to reflect such alternative structure and provide for such other changes necessitated thereby; provided, however, that failure of the parties to agree to an alternative structure shall not cause any condition to Closing set forth herein not to be satisfied or otherwise cause any breach of this Agreement; and provided, further, that any actions taken pursuant to this Section 6.20(b) (A) shall not (I) without the consent of the Company and Parent, alter or change the amount, nature or mix of the Merger Consideration or (II) impose any economic or other costs on Parent or the Company that are more than immaterial and (B) shall be capable of consummation without delay in relation to the structure contemplated herein. Notwithstanding anything in this Agreement to the contrary, in no event shall Parent be required to cause the Subsequent Merger to occur or to effect any alternative structure if the foregoing would result in an Indenture Impact. (c) In the event the Mergers would reasonably be likely to fail to qualify for the Intended Tax Treatment, the parties may agree (in each party’s reasonable business discretion) not to consummate the Subsequent Merger. For the avoidance of doubt, neither the identification nor the implementation of an alternative structure under Section 6.20(b) above shall be a condition to Closing.

  • Change in Structure Except as expressly permitted under Section 6.3, no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, amend any of its Organization Documents in any respect materially adverse to Agent or Lenders.