Charter definition
Examples of Charter in a sentence
For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion ratio of the Company’s Class B ordinary shares, $0.0001 par value per share (the “Class B Ordinary Shares”) into Class A Shares or the conversion of any Class B Ordinary Shares into Class A Shares, in each case, pursuant to the Charter.
All of the outstanding shares and other equity interests of the Company have been duly authorized, are fully paid and non-assessable and not in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, any other applicable Law, the Company Charter or any Contract to which the Company is a party or by which it or its securities are bound.
The Company is not in material violation of any provision of the Company Charter or Company Bylaws.
Prior to giving effect to the transactions contemplated by this Agreement, (A) all of the issued and outstanding Company Stock and other equity interests of the Company are set forth on Schedule 5.3(a) as of the date of this Agreement, all of which shares and other equity interests are owned free and clear of any Liens other than those imposed under the Company Charter and (B) the capitalization of the Company shall not change except as expressly contemplated by this Agreement in Section 5.2(b)(ii).
Except as set forth in the Company Charter, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any equity interests or securities of the Company, nor has the Company granted any registration rights to any Person with respect to the Company’s equity securities.