A&R Purchaser Charter definition

A&R Purchaser Charter has the meaning set forth in the recitals.
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A&R Purchaser Charter means the Second Amended and Restated Certificate of Incorporation of the Purchaser to be approved and adopted at the Secondary Closing, substantially in the form to be mutually agreed between the Purchaser and the Seller prior to the Initial Closing to reflect and implement the terms of Section 2.4.
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Examples of A&R Purchaser Charter in a sentence

  • To the extent applicable, the shares of Purchaser Common Stocks to be issued pursuant to any Investments, subject to the Purchaser Shareholder Approval and the effectiveness of the A&R Purchaser Charter, will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable.

  • To the extent applicable, the shares of Purchaser Common Stock to be issued pursuant to any Investments, subject to the Purchaser Shareholder Approval and the effectiveness of the A&R Purchaser Charter, will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable.

  • The shares of Purchaser Common Stock to be issued pursuant to this Agreement, subject to the Purchaser Shareholder Approval and the effectiveness of the A&R Purchaser Charter, will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable.

  • The shares of Purchaser Common Stock and Purchaser Class B Common Stock to be issued pursuant to this Agreement, subject to the Purchaser Shareholder Approval and the effectiveness of the A&R Purchaser Charter, will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable.

  • At the Secondary Closing, the Purchaser shall cause each of the Existing Purchaser Charter and Existing Purchaser Bylaws to be amended and restated in its entirety in the forms of the A&R Purchaser Charter and the A&R Purchaser Bylaws, respectively.

Related to A&R Purchaser Charter

  • Power Purchase Agreement or "PPA"" shall mean this Power Purchase Agreement including its recitals and Schedules, amended or modified from time to time in accordance with the terms hereof.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Purchaser Board means the board of directors of the Purchaser.

  • Company Charter Documents means the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Parent Charter means the Certificate of Incorporation of Parent, as from time to time amended.

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Second Closing has the meaning set forth in Section 2.2.

  • Company Charter means the certificate of incorporation of the Company, as amended.

  • Power Purchaser means the entity that is purchasing the capacity and energy to be transmitted under the Tariff.

  • Master Purchase Agreement means the master purchase agreement between the Holder and the Corporation dated as of January 30, 2023;

  • Purchaser Disclosure Letter means the disclosure letter delivered by the Purchaser to the Company at the time of execution hereof.

  • Bareboat Charter means the bareboat charter agreement to be executed by the Effective Date by the Borrower as owner and the Charterer as bareboat charterer.

  • Purchaser Designee means each individual then serving on the Board of Directors pursuant to the exercise of the Purchaser’s rights pursuant to Section 4.07(a) and/or Section 4.07(e), together with any designee(s) of the Purchaser who is then standing for election to the Board of Directors pursuant to Sections 4.07(a) and (b) or who is being proposed for election by the Purchaser pursuant to Section 4.07(e).

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Company Bylaws means the bylaws of the Company, as amended.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Series B Purchase Agreement means the Series B Preferred Stock Purchase Agreement with respect to the purchase and sale of shares of the Company’s Series B Preferred Stock, dated as of the date hereof, by and among the Company and the Series B Investors, as it may be amended from time to time.

  • Acquisition Documents means the Acquisition Agreement and any other documents executed or issued, or to be executed or issued, by or on behalf of the Target and/or Horizon in respect of the Acquisition (but excluding the Loan Documents).

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.