Organizational Documents Proposals definition

Organizational Documents Proposals means, collectively, Organizational Documents Proposal 5A, Organizational Documents Proposal 5B, Organizational Documents Proposal 5C, Organizational Documents Proposal 5D, Organizational Documents Proposal 5E, Organizational Documents Proposal 5F and Organizational Documents Proposal 5G.
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Organizational Documents Proposals means the six (6) separate charter Proposals (Organizational Documents Proposals 4 – 9) by ordinary resolution to be considered at the Meeting to approve, on an advisory and non-binding basis, certain governance provisions in the Proposed Charter, which vote is not otherwise required by Delaware law, separate and apart from the Charter Proposal, but is required by SEC guidance requiring that stockholders have the opportunity to present their views on important corporate governance provisions.
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Organizational Documents Proposals means the proposals to be considered at the extraordinary general meeting to approve by special resolution the proposed Organizational Documents, including certain material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents.
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Examples of Organizational Documents Proposals in a sentence

  • A brief summary of each of the Organizational Documents Proposals is set forth below.

  • Approval of each of the Organizational Documents Proposals is a condition to the consummation of the Business Combination.

  • After careful consideration, the ION Board has determined that each of (a) the Business Combination Proposal, (b) the Domestication Proposal, (c) the Stock Issuance Proposal, (d) the Organizational Documents Proposal, (e) the Advisory Organizational Documents Proposals, (f) the Innovid Corp.

  • A person is “aggrieved” when the decision has a direct effect on the person’s legally protected interests.

  • The Advisory Organizational Documents Proposals, the Director Election Proposal and the Shareholder Adjournment Proposal are not conditioned upon the approval of any other proposal.

  • The separate approval of each of the Organizational Documents Proposals requires a special resolution under Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

  • Communication from a shareholder to the Company may take place by email or by ordi- nary post.

  • Incentive Plan Proposal Assuming the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal and the Stock Issuance Proposal are approved, SCH’s shareholders are also being asked to approve by ordinary resolution the 2021 Plan, in order to comply with NYSE Listing Rule 312.03(a) and the Internal Revenue Code.

  • Aspirational’s board of directors has unanimously approved each of the Organizational Documents Proposals and believes such proposals are necessary to adequately address the needs of Wheels Up after the Business Combination.

  • Stock Issuance Proposal Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal and the Incentive Plan Proposal are approved, SCH’s shareholders are also being asked to approve by ordinary resolution the Stock Issuance Proposal.


More Definitions of Organizational Documents Proposals

Organizational Documents Proposals means, collectively, the proposals to be considered at the Special Meeting to approve, on a non-binding advisory basis, certain elements of the proposed Interim Certificate of Incorporation, Certificate of Incorporation and Bylaws of Artius and Combined Company, as applicable, as outlined in Proposal No. 6 of this proxy statement/prospectus.
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Related to Organizational Documents Proposals

  • Organizational Documents means, with respect to any Person (other than an individual), (a) the certificate or articles of incorporation or organization and any joint venture, limited liability company, operating or partnership agreement and other similar documents adopted or filed in connection with the creation, formation or organization of such Person and (b) all by-laws, voting agreements and similar documents, instruments or agreements relating to the organization or governance of such Person, in each case, as amended or supplemented.

  • Parent Organizational Documents means the certificate of incorporation, bylaws (or equivalent organizational or governing documents), and other organizational or governing documents, agreements or arrangements, each as amended to date, of each of Parent and Acquisition Sub.

  • New Organizational Documents means the documents providing for corporate governance of New Valaris Holdco and the Reorganized Debtors, including charters, bylaws, operating agreements, or other organizational documents or shareholders’ agreements, as applicable, consistent with section 1123(a)(6) of the Bankruptcy Code (as applicable).

  • Organizational Document means, relative to any Person, its certificate of incorporation, its certificate of formation or articles of organization, its certificate of partnership, its by-laws, its partnership agreement, its limited liability company or operating agreement, its memorandum or articles of association, share designations or similar organization documents and all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized Equity Interests.

  • Company Organizational Documents means the Certificate of Incorporation and Bylaws of the Company and any other organizational documents of the Company and any of its Subsidiaries, each as amended.

  • Governing Documents means, with respect to any Person, such Person’s charter, articles or certificate of incorporation, limited partnership, formation or organization, bylaws, limited partnership agreement, limited liability company agreement or other documents or instruments which establish the rules, procedures and rights with respect to such Person’ governance, in each case as amended, restated, supplemented and/or modified and in effect as of the relevant date.

  • Constituent Documents means, with respect to any Person, (a) the articles of incorporation, certificate of incorporation, constitution or certificate of formation (or the equivalent organizational documents) of such Person, (b) the by-laws or operating agreement (or the equivalent governing documents) of such Person and (c) any document setting forth the manner of election or duties of the directors or managing members of such Person (if any) and the designation, amount or relative rights, limitations and preferences of any class or series of such Person’s Stock.

  • Constitutional Documents means, with respect to a particular legal entity, the articles of incorporation, certificate of incorporation, formation or registration (including, if applicable, certificates of change of name), memorandum of association, articles of association, bylaws, articles of organization, limited liability company agreement, trust deed, trust instrument, operating agreement, joint venture agreement, business license, or similar or other constitutive, governing, or charter documents, or equivalent documents, of such entity.

  • Constitutive Documents means the Trust Deed or such other documents as defined in the Regulations.

  • Company Governing Documents means the Company Bylaws and the Company Certificate.

  • Material Documents has the meaning set forth in Section 5.23.

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

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

  • Parent Bylaws means the Bylaws of Parent.

  • Charter Documents means, with respect to any entity, the certificate of incorporation, the articles of incorporation, by-laws, articles of organization, limited liability company agreement, partnership agreement, formation agreement, joint venture agreement or other similar organizational documents of such entity (in each case, as amended).

  • Governing Document means any charter, articles, bylaws, certificate, statement, statutes or similar document adopted, filed or registered in connection with the creation, formation or organization of an entity, and any Contract among all equityholders, partners or members of an entity.

  • Constating Documents means, with respect to any Person, its articles and/or certificate of incorporation, amendment, amalgamation or continuance, memorandum of association, charter, by-laws, declaration of trust and other constating documents (in the case of a trust), partnership agreement, limited liability company agreement or other similar document, and all unanimous shareholder agreements, other shareholder agreements, voting trust agreements and similar arrangements applicable to the Person’s Equity Interests, all as in effect from time to time.

  • Memorandum and Articles of Association means the Memorandum and Articles of Association of the Company, as amended and restated from time to time.

  • Organization Documents means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

  • Instrument of Incorporation means the instrument of incorporation of the ICAV;

  • L/C Documents is defined in Section 3.4 hereof.

  • Memorandum and Articles means the Memorandum and Articles of Association of the Company in effect from time to time.

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

  • Governing Instruments means, with regard to any entity, the articles of incorporation and bylaws in the case of a corporation, certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership, the articles of formation and the operating agreement in the case of a limited liability company, the trust instrument in the case of a trust, or similar governing documents, in each case as amended from time to time.

  • Merger Documents means, collectively, this Agreement, the Certificate of Merger, and all other agreements and documents entered into in connection with the Merger and the other transactions contemplated hereby.

  • Charter Document means as to any Person, its partnership agreement, certificate of incorporation, certificate of formation, operating agreement, membership agreement or similar constitutive document or agreement or its by-laws.