of Incorporation Sample Clauses

of Incorporation. The Company shall not be required to file a registration pursuant to this Section 7 following the withdrawal of the Shelf Registration Statement as provided above.
Sample 1
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of Incorporation. The Board of Directors of BHC shall, subject to its fiduciary obligations under Applicable Law as advised by counsel, recommend to the stockholders of BHC that they vote in favor of the adoption and approval of the Charter Amendment and of this Agreement and the transactions contemplated hereby. BHC will use its reasonable best efforts to solicit from the stockholders of BHC proxies in favor of such approval and take all other action commercially reasonably necessary to secure a vote of the stockholders of BHC in favor of such adoption and approval. In the event that the stockholders of BHC approve the Charter Amendment, BHC shall take all actions necessary to implement the Charter Amendment as promptly as reasonably practicable.
Sample 1
of Incorporation. A Rights Holder’s “Pro Rata Share” means a percentage equal to (A) the sum of (1) the total number of LLC Units then directly owned by such Rights Holder and (2) the total number of shares of Purchaser Class A/B Common Stock then directly owned by such Rights Holder, by (B) the sum of (1) the total number of LLC Units then directly owned by all Rights Holders and (2) the total number of shares of Purchaser Class A/B Common Stock then directly owned by all Rights Holders.
Sample 1

Related to of Incorporation

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by Delaware Law and such Certificate of Incorporation.

  • Articles of Incorporation; Bylaws (a) At the Effective Time, the articles of incorporation of Merger Sub shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by applicable Law.

  • Articles of Incorporation The articles of incorporation of the Company in effect at the Effective Time shall be the articles of incorporation of the Surviving Corporation until amended in accordance with Applicable Law.

  • Due Incorporation The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the respective jurisdictions of their incorporation and have the requisite corporate power to own their properties and to carry on their business as now being conducted. The Company and each of its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a material adverse effect on the business, operations or prospects or condition (financial or otherwise) of the Company.

  • Certificate of Incorporation; By-laws (a) At the Effective Time, 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 until thereafter amended as provided by law and such Certificate of Incorporation.

  • Certificate of Incorporation The certificate of incorporation of the Company in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable law.

  • Articles of Incorporation; By-laws (a) At the Effective Time, the Articles of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation.

  • 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.

  • State of Incorporation; Name; No Changes Seller’s state of incorporation is the State of Nevada. Seller’s exact legal name is as set forth in the first paragraph of this Agreement. Seller has not changed its name whether by amendment of its Articles of Incorporation, by reorganization or otherwise, and has not changed its state of incorporation within the four months preceding the Closing Date.

  • Certificate of Incorporation, Bylaws, and Minute Books The copies of the Articles of Incorporation and of the Bylaws of GMEC which have been delivered to Concept X are true, correct and complete copies thereof. The minute book of GMEC, which has been made available for inspection, contains accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the Shareholder of GMEC since the date of incorporation and accurately reflects all transactions referred to in such minutes and consents in lieu of meetings.

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