Incorporation of Company Sample Clauses

Incorporation of Company. Xxxxxxxxx, prior to the Execution Date, has formed the Company as the vehicle for the Joint Venture between Xxxxxxxxx and Nestlé and delivered to Nestlé a certificate of incorporation as conclusive evidence of the Company’s due registration under Hong Kong law.
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Incorporation of Company. AEM shall be responsible for all costs and expenses incurred to incorporate and organize the Company.
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Incorporation of Company. The Government and the Company will cause to be incorporated under the laws of Saint Xxxxxxx and the Grenadines a holding company with a nominal share capital of thirty-two million five hundred and twenty-five thousand United States dollars (U.S. $32,525,000) to construct, establish and manage the resort.
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Incorporation of Company. Each of the Founders agree that they shall work towards the incorporation of a private limited liability company under Law No. 10/96 (the Companies Act of Maldives) for the ownership, operation and management of the Project and Assets, under the following proposed name: [insert proposed name of the Company] (the “Company”) Where the Company name proposed under Clause ‎1 above is not available for registration at the Ministry of Economic Development, the Founders shall mutually agree on an alternative name for the Company. Each Founder shall be granted and assigned shares in the authorised share capital of the Company, in accordance with the terms of this Agreement, immediately upon incorporation of the Company. Such shareholding shall be reflective of each Founder’s right, title and interest in and to the Project and Assets, (including all right, title and interest to intellectual property thereto), including all ideas (however formed or unformed) and labor and/or work product that results from any task or work performed by the Founder that relates to the Project and Assets for the full term of such rights. Each Founder shall also perform any and all acts and execute all documents and instruments as may be required by the Company at its sole discretion to perfect title in the Project and Assets, and any related intellectual property. The Company shall be deemed incorporated upon issuance of a certificate of registration by the Registrar of Companies of the Ministry of Economic Development.
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Incorporation of Company. 7 3.4 Company Capital Structure...................................................................... 7 3.5 Authority...................................................................................... 8 3.6
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Incorporation of Company. The Company was incorporated on August 3, ------------------------ 1998 under Texas Law and pursuant to Section 351 of the Code. The incorporation of the Company was independent of, and unrelated to, any discussions with Parent concerning the Merger.
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Incorporation of Company. The Board of Directors shall have the ------------------------ authority to cause the Company to reorganize into a form taxable as a corporation for U.S. federal income tax purposes. If the Board of Directors so elects, then, unless otherwise specified in the terms of the applicable Company Securities, each Shareholder shall be required and hereby consents, to contribute its Company Securities to a newly formed domestic corporation in exchange for securities of such corporation ("Newco Securities") as specified by ---------------- the terms of the applicable Company Securities. If the terms of the applicable Company Securities do not specify the terms of the Newco Securities to be issued, then the applicable Company Securities shall be exchanged for Newco Securities with economic terms substantially similar to those of the Company Securities, to the extent reasonably possible under applicable state law. Holders of Common Shares shall exchange their Common Shares for common stock of the new corporation in proportion to their Common Shares.
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Incorporation of Company 
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Related to Incorporation of Company

  • Formation of Company The Company was formed on February 23, 2017 pursuant to the provisions of the Delaware Act. The filing of the Certificate of Formation of the Company with the Secretary of State of the State of Delaware are hereby ratified and confirmed in all respects.

  • Organization of Company The Company, a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and the Company is legally qualified to transact business in Illinois. The Company has full power and authority to own or lease and to operate and use its assets and to carry on its business at the Project. There is no pending or threatened proceeding for the dissolution, liquidation, insolvency, or rehabilitation of the Company.

  • Incorporation of Standard Terms Except as otherwise provided herein, all of the provisions of the Standard Terms are hereby incorporated herein by reference in their entirety, and this Series Supplement and the Standard Terms shall form a single agreement between the parties. In the event of any inconsistency between the provisions of this Series Supplement and the provisions of the Standard Terms, the provisions of this Series Supplement will control with respect to the Series 2001-1 Certificates and the transactions described herein.

  • Incorporation of Covenants Reference is made to that certain Credit Agreement (Facility A) dated as of November 24, 1998 (as amended or modified prior to the date of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants contained in Article VIII of the Existing Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTS"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply with the Incorporated Covenants, it being agreed that such covenants and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender that the Incorporated Covenants (and all other relevant provisions of the Existing Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, which are used in the Incorporated Covenants) are hereby incorporated by reference into this Guaranty to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of Lender, without giving effect to any waiver, amendment, modification or replacement of the Existing Credit Agreement or any term or provision of the Incorporated Covenants occurring subsequent to the date of this Guaranty, except to the extent otherwise specifically provided for in the following paragraph of this Section. In the event a waiver is granted under the Existing Credit Agreement or an amendment or modification is executed with respect to the Existing Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Covenants as incorporated by reference into this Guaranty only if consented to in writing by the Lender. In the event of any replacement of the Existing Credit Agreement with a similar credit facility (the "NEW FACILITY") the covenants contained in the New Facility which correspond to the covenants contained in Sections 8.01 and 8.02, respectively, of the Existing Credit Agreement shall become the Incorporated Covenants hereunder only if consented to in writing by Xxxxxx and, if such consent is not granted or if the Existing Credit Agreement is terminated and not replaced, then covenants contained in Sections 8.01 and 8.02, respectively, of the Existing Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder.

  • Incorporation of Plan Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

  • Incorporation of Exhibits The Exhibits attached to this Agreement are incorporated herein and shall be considered a part of this Agreement for all purposes.

  • Incorporation of Schedules The Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

  • Articles of Incorporation of Surviving Corporation The Articles of Incorporation of Merger Sub in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until amended in accordance with the OBCA.

  • Incorporation of Master Lease The terms, covenants and conditions of the Master Lease are hereby incorporated into this Sublease as they apply to the Premises, except as otherwise expressly provided herein. The terms, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease except for those provisions of the Master Lease which are directly contradicted by this Sublease in which event the terms of this Sublease shall control over the Master Lease. Therefore, for the purposes of incorporation in this Sublease, (1) wherever in the Master Lease the word “Landlord” is used it shall be deemed to mean the Sublandlord herein, (2) wherever in the Master Lease the word “Tenant” is used it shall be deemed to mean the Subtenant herein, and (3) wherever in the Master Lease the words “Lease”, “Premises”, “Rent” or “Term” are used, such terms shall be deemed to mean this Sublease, the Premises, the Rent hereunder and the Term hereunder, respectively. The time limits contained in the Master Lease for the giving of notices, making of demands or performing of any act, condition or covenant on the part of the tenant thereunder, or for the exercise by the tenant thereunder of any right, remedy or option, are changed for the purposes of incorporation herein by reference by shortening the same in each instance by one (1) day, so that in each instance Subtenant shall have one (1) day less time to observe or perform hereunder than Sublandlord has as the tenant under the Master Lease unless the applicable notice, grace or cure period under the Master Lease is five (5) days or less, in which case such period shall not be shortened. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord or Tenant that is incorporated herein by reference shall be deemed to inure to the benefit of Sublandlord and Landlord, on the one hand, and Subtenant, on the other hand, and any other person intended to be benefitted by said provision, for the purpose of incorporation by reference in this Sublease. Any right of Landlord under the Master Lease of access or inspection, any right of Landlord under the Master Lease to do work in the Premises and any right of Landlord under the Master Lease in respect of rules and regulations, which is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefitted by said provision, for the purpose of incorporation by reference in this Sublease.

  • Articles of Incorporation of the Surviving Corporation The Articles of Incorporation of Company as in effect immediately prior to the Effective Time will be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law.

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