The "Legal Name and Jurisdiction of Formation" clause identifies the official name of a party to the contract and specifies the legal jurisdiction under which the entity was formed or registered. This information is crucial for recognizing the party's legal standing and ensuring compliance with applicable laws and regulations.
WHEREAS, Phathom Pharmaceuticals, Inc., a Delaware corporation (the “Company”), has entered into a Loan and Security Agreement of September 17, 2021 (as amended by that certain Consent and First Amendment to Loan and Security Agreement dated as of May 3, 2022, as further amended by that certain Second Amendment to Loan and Security Agreement dated as of September 26, 2022, as further amended by that certain Third Amendment to Loan and Security Agreement and Warrant dated as of May 9, 2023, and as further amended, restated, supplemented or otherwise modified from time to time, collectively, the “Loan Agreement”) with Hercules Capital, Inc., a Maryland corporation, in its capacity as administrative and collateral agent, [insert legal name and jurisdiction of formation of Lender] (the “Warrantholder”), and other lender parties thereto;
except in each case to the extent changed in accordance with Section 5.1(f), the exact legal name and jurisdiction of formation of the Pledgor is: Rio Grande LNG Holdings, LLC, a limited liability company organized under the laws of the State of Delaware, and the chief executive office of the Pledgor is 1000 Louisiana Street, 39th Floor, Houston, Texas 77002;
None of the Credit Parties has any Subsidiaries other than the Subsidiaries listed on Schedule 7.12. Schedule 7.12 sets forth (a) a list of the Capital Stock issued by each Credit Party and each Subsidiary thereof, and the legal name and jurisdiction of formation of each Subsidiary if such Subsidiary is not a party to the Security Agreement, (b) the number of shares of each class of Capital Stock of such Credit Party or such Subsidiary that is outstanding, (c) for Parent, all owners of at least five percent (5%) of the Parent’s Capital Stock, calculated on an as-converted, issued-and-outstanding basis, (d) for each other Credit Party and each Subsidiary, the record and beneficial owners of such Capital Stock, (e) the percentage of outstanding shares or units of each class owned (directly or indirectly) by such owners and (f) whether such Capital Stock is certificated or non-certificated. No Consolidated Company owns any Capital Stock in Arizona Natural or Red Barn.
The New Subsidiary’s exact legal name and jurisdiction of formation, incorporation or organization as of the date hereof are as set forth on the signature pages hereto.
Schedule 3.1(l) also correctly sets forth a fully diluted capitalization table of Airspan and its respective Subsidiaries as of the Fourth Amendment Effective Date showing all Equity Interests held in Airspan and each of its Subsidiaries, as well as, the legal name and jurisdiction of formation or organization for each such Person.
The Perfection Information has been duly prepared, completed and executed, and the information set forth therein, including the exact legal name and jurisdiction of formation of each Grantor, is correct and complete in all material respects (except the information therein with respect to the exact legal name and jurisdiction of organization of each Grantor shall be correct and complete in all respects) as of the Closing Date.
A Legal Name and Jurisdiction of Formation refers to the official registered name of a business entity and the geographical area where it was legally established. The jurisdiction can be a specific state or country depending on where the business was formed and registered.
Example: “XYZ Corporation, a Delaware corporation”
The legal name is the name under which the entity was registered, and the jurisdiction of formation indicates the laws governing the entity’s creation and operation.
You should use the legal name and jurisdiction of formation in formal documents and dealings involving the business to ensure clarity and legal enforceability. It is particularly crucial when entering into contracts, filing legal documents, and in any formal communication with other parties.
When writing the legal name and jurisdiction of formation, you should ensure that the legal name is written exactly as registered with the appropriate government body. The jurisdiction is typically specified right after the legal name and is followed by the entity type (e.g., LLC, Corp., Ltd.).
Example: “ABC Limited, a corporation organized and existing under the laws of England and Wales”
Contracts that typically contain a legal name and jurisdiction of formation include:
These contracts require precise identification of the parties involved to ensure that all legal obligations and rights are clearly defined and enforceable.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
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A legend on stock certificates is a statement or notation on the face of a stock certificate that outlines specific restrictions or conditions related to the transfer or sale of the shares represented by the certificate. Typically used to ensure compliance with securities laws, such legends may indicate, for example, that the shares are subject to lock-up periods, transfer restrictions, or are part of a private placement exempt from certain registration requirements.
A letter of indemnity is a legal document in which one party agrees to compensate another for any potential losses or damages arising from a specific transaction or event. It is often used to assure parties involved that they will be protected against various risks, ultimately facilitating smoother business operations.
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