Governing Documents of the Company Clause Samples

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Governing Documents of the Company. The Parties acknowledge and agree that all provisions of the Articles of Incorporation and the Bylaws are in full force and effect and binding upon the Company and its stockholders (including the Stockholders). The Parties further acknowledge and agree that the Operating Agreement of ▇▇▇▇▇▇ Gaming, LLC, dated as of December 31, 2010 and as thereafter amended from time to time, is of no force or effect and does not govern the Company or its Affiliates.
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Governing Documents of the Company. At the FST Restructuring Closing, the Company shall adopt the articles of incorporation in a form that is reasonably satisfactory to SPAC and the Company, until thereafter amended in accordance with the terms thereof and the Taiwan Company Act.
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Governing Documents of the Company. True and correct copies of the organizational documents and all amendments thereto of the Company and the Subsidiaries (certified by the Secretary of State of the jurisdiction of its organization) have been provided to RCG. RCG has previously been provided with access to the Company's and each Subsidiary's minutes, and such minutes accurately reflect all proceedings of the board of directors of the Company and the Subsidiaries (and all committees thereof). The record books of the Company and the Subsidiaries, which have been made available to RCG for review, contain true, complete and accurate records of the ownership of the Company and the Subsidiaries.
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Governing Documents of the Company. True and correct copies of the organizational documents and all amendments thereto of each Company (certified by the Secretary of State of the State of Arizona) have been provided to RCG. RCG has previously been provided with access to each Company's minutes, and such minutes accurately reflect in all material respects the proceedings of the board of directors (or other similar body) of each Company (and all committees thereof). The record books of each Company, which have been made available to RCG for review, contain true, complete and accurate records of the ownership of each Company.
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Governing Documents of the Company. At the Merger Effective Time, the Governing Documents of the Company, as in effect immediately prior to the Merger Effective Time, shall be amended and restated and replaced in their entirety with the form amended and restated memorandum and articles of association of the Company attached hereto as Exhibit B, to among other things, provide that the name of the Company shall be changed to a name that complies with the Cayman Companies Act and is selected by the Company in its sole discretion, and for the authorized share capital of the Company to consist of a sufficient number of Company Shares in order to effect and consummate the Transactions (as so amended, the “Company M&A”), and the Company M&A shall be the memorandum and articles of association of the Company, until thereafter amended in accordance with the terms thereof and the Cayman Companies Act.
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Governing Documents of the Company. At the TCO Restructuring Closing, the Company shall adopt the articles of incorporation in a form that is reasonably satisfactory to SPAC and the Company, until thereafter amended in accordance with the terms thereof and the Taiwan Company Act.
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Related to Governing Documents of the Company

  • Governing Documents Manager will provide Subadviser with copies of (i) the Trust’s Declaration of Trust and By-laws, as currently in effect, (ii) the Fund’s currently effective prospectus and statement of additional information, as set forth in the Trust’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Fund as Subadviser may from time to time reasonably request.

  • Constituent Documents Without the prior written consent of Administrative Agent consistent with this Section, no Borrower Party shall alter, amend, modify, terminate, or change any provision of its Constituent Documents affecting the Investors’ debts, duties, obligations, and liabilities, and the rights, titles, security interests, liens, powers and privileges of such Borrower Party, Administrative Agent or Secured Parties, in each case relating to Capital Call Notices, Capital Commitments, Capital Contributions, Pending Capital Calls or Unfunded Commitments; or amend the terms of Section 4 of the Operating Agreement, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties (each a “Material Amendment”). With respect to any proposed amendment, modification or change to any Constituent Document, the Borrower shall notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole reasonable discretion (that is, the determination of the other Lenders shall not be required) on Administrative Agent’s good faith belief, whether such proposed amendment, modification or change to such Constituent Document is a Material Amendment, and shall notify the Borrower of its determination within (a) for amendments, modifications or changes proposed prior to the Final Closing Date (as such term is defined in the Operating Agreement), five (5) Business Days, and (b) for amendments, modifications or changes proposed after the Final Closing Date, ten (10) Business Days of the date on which it is deemed to have received such notification pursuant to Section 13.07. If Administrative Agent determines that the proposed amendment is a Material Amendment, the approval of the Required Lenders and Administrative Agent will be required (unless the approval of all Lenders is required consistent with the terms of Section 13.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by any Borrower Party, and the Lenders shall be required to respond to such requests within ten (10) Business Days of such notice. If a Lender has not responded to such request for approval within ten (10) Business Days of receiving such notice, such Lender shall be deemed to have approved such proposed amendment. If Administrative Agent determines that the proposed amendment is not a Material Amendment, the applicable Borrower Party may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or the Lenders, a Borrower Party may amend its Constituent Documents: (i) to admit new Investors to the extent permitted by this Credit Agreement; (ii) to reflect transfers of interests permitted by this Credit Agreement; and (iii) to facilitate the formation, operation and qualification of such Borrower Party as a RIC (to the extent not in conflict with the restrictions hereunder or otherwise materially adverse to the Lenders).

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

  • Organization of the Company The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada.

  • Organizational Documents The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.