Target Governing Documents definition

Target Governing Documents has the meaning set out in Section 3.2;
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Target Governing Documents means, collectively, the articles of incorporation of Target dated February 2, 1976, as amended by articles of amendment dated April 18, 1984, February 28, 1986, February 9, 1988, February 28, 1989, February 28, 1995 (as corrected), February 28, 1997 (as corrected), March 27, 1997 and January 9, 1998, and the by-laws of Target in force on the date of this Agreement.
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Examples of Target Governing Documents in a sentence

  • The Target Governing Documents and the Subsidiary Governing Documents are in full force and effect.

  • Each of the issued and outstanding shares of Target Capital Stock: (i) has been offered and sold in material compliance with all applicable securities Laws; (ii) has been duly authorized and validly issued in material compliance with all applicable Laws and the provisions of the Target Governing Documents; (iii) is fully paid and nonassessable; and (iv) is free of preemptive rights.

  • Target is not in material violation of any provision of the Target Governing Documents, and none of Target’s Subsidiaries is in material violation of any provision of the Subsidiary Governing Documents applicable to it.

  • Target is not in violation or default of any provision of the Target Governing Documents.

  • Copies of the articles of incorporation and by-laws of Target (collectively, the “Target Governing Documents”) heretofore delivered to Parent are true, complete and correct copies of such instruments as in effect as of the date hereof, and there will be no amendments to the Target Governing Documents between the date hereof and the Effective Time except as expressly set forth herein.

  • At or prior to the Effective Time, the Target Board and the Target Shareholders shall have taken such action as is necessary to amend the Target Governing Documents to the extent necessary to provide for the conversion of the Target Common Stock into shares of Parent Common Stock pursuant to the provisions of Article II.

  • Upon Target’s delivery to Parent of the Exchange List, each of the outstanding shares of Target Common Stock (a) will have been offered and sold in compliance with all applicable securities Laws; (b) will have been duly authorized and validly issued in compliance with all applicable Laws, the provisions of the Target Governing Documents and all requirements set forth in contracts; (c) will be fully paid and nonassessable; and (d) will be free of preemptive rights.

  • Target is not in violation of any material provision of the Target Governing Documents.

  • Theorem 4.2 The linear fractional transformation S (M, ∆2) is well posed for all ∆2 ∈ B2 if and only if µ2 (M22) < 1.

Related to Target Governing Documents

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

  • Governing Documents means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.

  • 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.

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

  • 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.

  • 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.

  • Operating Documents are, for any Person, such Person’s formation documents, as certified by the Secretary of State (or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.

  • Parent Organizational Documents means Parent’s certificate of incorporation and Parent’s bylaws, in each case as they may be amended or amended and restated from time to time in accordance with the terms of this Agreement.

  • Organizational Documents means, with respect to any Person, the articles or certificate of incorporation or organization and by-laws, the limited partnership agreement, the partnership agreement or the limited liability company agreement, operating agreement or such other organizational documents of such Person.

  • 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).

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

  • New Organizational Documents means the forms of the organizational documents of the Reorganized Debtors, including certificates or articles of incorporation, bylaws, shareholder agreements, or other formation or governance documents in form and substance acceptable to the Required Consenting First Lien Noteholders and the Debtors and reasonably acceptable to the Required Consenting Second Lien Term Lenders.

  • Governing instrument means collectively this Agreement, the Bylaws, all amendments to this Agreement and the Bylaws and every resolution of the Trustees or any committee of the Trustees that by its terms is incorporated by reference into this Agreement or stated to constitute part of the Trust's Governing Instrument or that is incorporated herein by Section 2.3 of this Agreement;

  • Bidding Documents means the set of Bidding Documents that preceded the placement of the Contract of which these GCC form a part, which were sold or issued by the Purchaser to potential Bidders, and in which the specifications, terms and conditions of the proposed procurement were prescribed.

  • 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.

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

  • 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.

  • Formation Documents means, collectively, the Issuer LLC Agreement, the Issuer Certificate of Formation and any other document pursuant to which the Issuer is formed or governed, as each may be amended or supplemented from time to time.

  • Memorandum and Articles means the amended and restated memorandum and articles of association of the Company currently in effect, as may be amended or restated from time to time.

  • Parent Bylaws means the Bylaws of Parent.

  • L/C Documents means the Letters of Credit, any draft or other document presented in connection with a drawing thereunder, the Applications and this Agreement.

  • Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.

  • Public Documents As defined in Section 4.02(a) of this Agreement.

  • 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.