MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION. 11. The Memorandum of Association and Articles of Association of the Surviving Company shall be amended and restated in the form attached as Appendix II to this Plan of Merger at the Effective Time.
MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION. The copies of the Memorandum of Association and Articles of Association of FDH (collectively, the “Organizational Documents”) that have been delivered to SKYC prior to the execution of this Agreement are true and complete and have not been amended or repealed. FDH are not in violation or breach of any of the provisions of the Organizational Documents, except for such violations or breaches which, in the aggregate, will not have a Material Adverse Effect on FDH.
MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION. At the Effective Time, the memorandum and articles of association of the Surviving Company shall be in the form of the Existing M&A.
MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION. The Company shall abide by, and take all actions necessary to achieve the economic effect of all of its obligations under the Memorandum and the Articles, including, but not limited to, the provisions related to the conversion of the Preferred Shares, the adjustment to the conversion prices of the Preferred Shares, the declaration and payment of dividends, the winding up of the Company and payment of liquidation preference on the Preferred Shares. The Company shall, and the Board shall procure that the Company shall, increase the authorized number of Ordinary Shares and/or Preferred Shares, as applicable and necessary, issue such additional shares to the holders of Ordinary Shares or Preferred Shares, as applicable, and readjust the conversion price of the Preferred Shares in accordance with Article 29 of the Articles. In furtherance of the foregoing, the Company and each of the Members hereby agree to take all actions necessary to amend the Memorandum and the Articles, increase the authorized share capital of the Company, issue the additional shares and adjust the conversion price of the Preferred Shares to effectuate the terms of Article 29 of the Articles, including, but not limited to, providing any vote or written consent in favor thereof.
MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION. Unless otherwise determined by Parent prior to the Effective Time, at the Effective Time, the parties hereto shall take all actions necessary so that the memorandum of association and articles of association of Merger Sub as in effect immediately prior to the Effective Time shall be the memorandum of association and the articles of association of the Surviving Company (the “Surviving Company Charter Documents”), until duly amended as provided therein or by applicable law, subject to Section 6.10(a).
MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION. (i) The Memorandum of Association of MailKey, as in effect immediately prior to the Effective Time, shall be the Memorandum of Association of the Surviving Company until thereafter amended as provided therein or by applicable law.
MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION. On the Effective Date the Memorandum of Association and Articles of Association of the Surviving Company shall be amended and restated in the form attached as Appendix I to this Plan of Merger, except that the name of the Surviving Company will be "Hanwha Q CELLS Co., Ltd.”
MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION. 13. The memorandum of association and articles of association of the PubCo shall be amended and restated by their deletion in their entirety and substitution in their place of the Amended and Restated Memorandum and Articles of Association of the Surviving Company in the form attached as Appendix II to this Plan of Merger at the Merger Effective Time.
MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION. The Memorandum and Articles of Association in the form attached hereto as Annex 2 shall be the Memorandum and Articles of Association of the Surviving Company at and after the Effective Time.
MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION. At the Effective Time, the Amended and Restated Memorandum of Association (the “Company Memorandum”) and Articles of Association (the “Company Articles”) of the Company shall be amended so that they read in their entirety as set forth in Exhibit C hereto, and, as so amended, shall be the memorandum of association and articles of association of the Surviving Company until thereafter amended in accordance with its terms and as provided by applicable Law.
