Seller Charter definition

Seller Charter means the Certificate of Incorporation of Seller, as amended.
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Seller Charter shall have the meaning ascribed thereto in Section 1.5 hereof.
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Seller Charter means the articles of incorporation of Seller, as amended.
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Examples of Seller Charter in a sentence

  • Seller is not in violation of any of the provisions of the Seller Charter Documents.

  • Prior to giving effect to the transactions contemplated by this Agreement, all of the issued and outstanding Seller Stock and other equity interests of the Seller are set forth on Schedule 4.3(a), all of which shares and other equity interests are owned free and clear of any Liens other than those imposed under the Seller Charter and applicable securities Laws.

  • All of the outstanding shares of Seller Stock 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 NRS, any other applicable Law, the Seller Charter or any Contract to which the Seller is a party or by which it or its securities are bound.

  • The rights, privileges and preferences of the Seller Preferred Stock are as stated in the Seller Charter and as provided by the NRS.

  • Except as set forth on Schedule 3.04, no notice to, filing with, or authorization, registration, consent or approval of, any Governmental Authority or other Person is necessary for the execution, delivery or performance by the Seller or Mr. Boone of this Agreement, any other Seller Charter Document, any Assigned Contract, or the consummation of the transactions contemplated hereby or thereby by the Seller or Mr. Boone.

  • Except as set forth on the Disclosure Schedule, the Seller is in compliance with the Seller Charter Documents, and in all material respects with the provisions of each mortgage, indenture, lease, license, other agreement or instrument, judgment, decree, judicial order, statute and regulation by which it is bound or to which its properties are subject and where non-compliance would not have a Material Adverse Effect on Seller.

  • All Seller Charter Documents are in full force and effect, and the Newco Charter Documents shall, as of the Closing, be in full force and effect.

  • Except as set forth in the Seller Charter Documents or on the Disclosure Schedule, there are no voting agreements, voting trusts, registration rights, rights of first refusal, preemptive rights, buy-sell agreements, co-sale rights, or other restrictions applicable to any equity interests in Seller.

  • Except as set forth on the Disclosure Schedule, Seller is in compliance with the Seller Charter Documents, and in all material respects with the provisions of each mortgage, indenture, lease, license, other agreement or instrument, judgment, decree, judicial order, statute and regulation by which it is bound or to which its properties are subject and where non-compliance would not have a Material Adverse Effect on Seller.

  • The Seller Charter and the Seller Bylaws of each Seller Party is in full force and effect on the date of this Agreement and a true and complete copy of each Seller Charter and Seller Bylaws is attached as an exhibit to Section 4.01(a) of the Seller Disclosure Letter.


More Definitions of Seller Charter

Seller Charter means the Company’s Restated Certificate of Incorporation, as amended and in effect as of the date hereof.
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Seller Charter means the articles of incorporation of Seller,
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Seller Charter has the meaning set forth in Section 4.1(b).
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Seller Charter has the meaning set forth in Section 3.1.
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Seller Charter means the certificate of incorporation of Seller, as amended. “Seller Intellectual Property” has the meaning ascribed thereto in Section 2.8(a). 47 “Seller Registered Intellectual Property” has the meaning ascribed thereto in Section 2.8(b). “Seller SEC Reports” has the meaning ascribed thereto in Section 2.4. “Stock Consideration” has the meaning ascribed thereto in Section 1.4. “Stock Registration Instructions” has the meaning ascribed thereto in Section 5.9(a). “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, (a) a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any manager, managing director or general partner of such limited liability company, partnership, association or other business entity. “Swiftcurrent LP” has the meaning ascribed thereto in Section 1.4(c). “Swiftcurrent Master” has the meaning ascribed thereto in Section 1.4(c). “SWK” has the meaning ascribed thereto in Section 1.4(c). “Tax” or “Taxes” means all taxes, charges, fees, imposts, levies or other assessments, including all net income, franchise, profits, gross receipts, capital, sales, use, ad valorem, value added, transfer, transfer gains, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, real or personal property, and estimated taxes, customs duties, fees, assessments and charges of any kind ...
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Related to Seller Charter

  • CFA Charter means the charter earned through the Chartered Financial Analyst program prepared and administered by the CFA Institute and so named on the day this Instrument comes into force, and every program that preceded that program, or succeeded that program, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned program;

  • Air charter service means an air carrier operation which requires the customer to

  • Parent Charter means the Amended Certificate of Incorporation of Parent.

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

  • 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 Amended and Restated Bylaws of the Company as in effect on the date hereof.

  • Company Certificate of Incorporation means the certificate of incorporation of the Company.

  • Time Charter means the hire of a Vessel by which the charterer obtains possession and control of the Vessel for an agreed period of time or an agreed voyage.

  • Restated Certificate of Incorporation means the Restated Certificate of Incorporation of the Company, as amended.

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

  • 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).

  • Seller Contract any Contract (a) under which Seller has or may acquire any rights or benefits; (b) under which Seller has or may become subject to any obligation or liability; or (c) by which Seller or any of the assets owned or used by Seller is or may become bound.

  • 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.

  • Charter means the Corporation’s certificate or articles of incorporation, articles of association, or similar organizational document.

  • Zoning Bylaw means City of Kelowna Zoning Bylaw No. 8000, as amended or replaced from time to time.

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

  • Articles of Incorporation means the Articles of Incorporation of the Company, as amended from time to time.

  • Seller Contracts means all contracts, agreements and leases, other than those that are Governmental Permits, to which Seller is a party and pertain to the ownership, operation or maintenance of the Assets or the Business, including those described on Schedule 1.8.

  • Charter contract means a fixed term, renewable contract between a charter school and an authorizer that outlines the roles, powers, responsibilities, and performance expectations for each party to the contract.

  • Seller Consents has the meaning set forth in Section 3.03.

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

  • Community Charter means the Community Charter, S.B.C. 2003, c. 26, as may be amended or replaced from time to time;

  • Constituent Documents means with respect to any Person, as applicable, such Person’s certificate of incorporation, articles of incorporation, by-laws, certificate of formation, articles of organization, limited liability company agreement, management agreement, operating agreement, shareholder agreement, partnership agreement or similar document or agreement governing such Person’s existence, organization or management or concerning disposition of ownership interests of such Person or voting rights among such Person’s owners.

  • Land Use Bylaw means Bylaw 75 of the Municipality, approved on August 6, 1992, as amended, or successor bylaws.

  • Operating Agreement means this Operating Agreement as originally executed and as amended from time to time.

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