Incorporation of Buyer Sample Clauses

Incorporation of Buyer. 22 Section 6.2. Authority of Buyer; Conflicts 22 Section 6.3. No Violation, Litigation or Regulatory Action 23 ARTICLE VIIACTION PRIOR TO THE CLOSING DATE Section 7.1. Access to Information 23 Section 7.2. Notifications 24 Section 7.3. Consents of Third Parties; Governmental Approvals 24 Section 7.4. Operations Prior to the Closing Date 24 Section 7.5. Elimination of Inter-Company and Affiliate Accounts 26 Section 7.6. Cash Management 26 Section 7.7. Property Transfers 26 Section 7.8. Antitrust Law Compliance 26 Section 7.9. Guaranties 26 ARTICLE VIII ADDITIONAL AGREEMENTS Section 8.1. Insurance 27 Section 8.2. Tax Matters 27 Section 8.3. Employee Matters 32 Section 8.4. Covenant Not to Compete 32 Section 8.5. Release of Other Encumbrances 33 Section 8.6. Lease of Fort Worth Office Space 33
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Incorporation of Buyer. 4.2 Authority
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Incorporation of Buyer. 26 3.2 Power; Authorization; Consents ..................................... 26 3.3 Brokers ............................................................ 28 3.4 Investment Intent of Buyer ......................................... 28
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Incorporation of Buyer. Buyer is a company with limited liability, validly existing and in good standing under the laws of Germany, and the share capital of Buyer has been fully paid in.
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Incorporation of Buyer. Buyer is a public company validly existing as a corporation in good standing under the laws of England and Wales.
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Incorporation of Buyer. Buyer is duly organized and validly existing ---------------------- as a federal savings bank under the laws of the United States, and has the corporate power and authority to own, lease and operate the property used in its business and to carry on its business as now being conducted.
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Incorporation of Buyer. (a) Parent hereby covenants and agrees to procure that prior to the Closing Date the Buyer shall have been duly incorporated (under the name set out in this Agreement or under some other appropriate name if that name is not available) and that the board of the Buyer shall have ratified this Agreement in accordance with the provisions of Section 37(1) of the Companies Act, 1963.
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Related to Incorporation of Buyer

  • Organization of Buyer Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Incorporation of Recitals The recitals hereto are incorporated herein as part of this Agreement.

  • Incorporation of Exhibits The Exhibits attached to this Agreement are incorporated herein and shall be considered a part of this Agreement for all purposes.

  • Incorporation of Standard Terms Except as otherwise provided herein, all of the provisions of the Standard Terms are hereby incorporated herein by reference in their entirety, and this Series Supplement and the Standard Terms shall form a single agreement between the parties. In the event of any inconsistency between the provisions of this Series Supplement and the provisions of the Standard Terms, the provisions of this Series Supplement will control with respect to the Series 2001-3 Certificates and the transactions described herein.

  • Merger, Consolidation, Incorporation (a) Notwithstanding any other provision of this Trust Instrument to the contrary, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, (i) cause the Trust to convert into or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (each, a “Successor Entity”), or a series of any Successor Entity to the extent permitted by law, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, (iii) cause the Trust to incorporate under the laws of a state, commonwealth, possession or colony of the United States, (iv) sell or convey all or substantially all of the assets of the Trust or any Series or Class to another Series or Class of the Trust or to a Successor Entity, or a series of a Successor Entity to the extent permitted by law, for adequate consideration as determined by the Trustees which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent of the Trust or any affected Series or Class, and which may include Shares of such other Series or Class of the Trust or shares of beneficial interest, stock or other ownership interest of such Successor Entity (or series thereof) or (v) at any time sell or convert into money all or any part of the assets of the Trust or any Series or Class thereof. Any agreement of merger, reorganization, consolidation, exchange or conversion or certificate of merger, certificate of conversion or other applicable certificate may be signed by a majority of the Trustees or an authorized officer of the Trust and facsimile signatures conveyed by electronic or telecommunication means shall be valid.

  • Incorporation All Exhibits attached hereto and referred to herein are hereby incorporated herein and made a part hereof for all purposes as if fully set forth herein.

  • The Certificate of Incorporation of the --------- Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least seventy-five percent of the outstanding shares of Series A Junior Participating Preferred Stock, voting together as a single class.

  • 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.

  • Incorporation of Schedules The Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

  • Incorporation of Plan Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

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