Agreement and adoption of the New Articles Sample Clauses

Agreement and adoption of the New Articles. As soon as reasonably practicable after the date hereof but in any event before the Unconditional Date: 2.2.1 the parties shall negotiate in good faith and use all reasonable endeavours to agree the form of, and have all Shareholders adopt a written resolution to amend the Articles and execute a deed of amendment of the Articles before a Dutch civil law notary, implementing the agreed form of the New Articles; 2.2.2 the New Articles shall contain provisions reflecting (i) that the Company is the vehicle to be used by Fortis, RBS and Santander to acquire ABN AMRO and to give effect to the subsequent Restructuring and (ii) the parties’ intention to implement the Restructuring and to acquire their respective Acquired Businesses as promptly as reasonably possible; and 2.2.3 the New Articles shall contain provisions which are consistent with those contained in clauses 7.1 to 7.9 (other than clause 7.3). 2.2.4 the New Articles shall include the rights of the F Shares, R Shares, S Shares and Retained Business Shares. Such rights shall include: (i) in respect of income, the exclusive right to receive such dividends, distributions and other payments as the Board may resolve to pay out of distributable profits attributable to such class of shares, in each case in accordance with Clause 15 hereof; (ii) in respect of capital, the exclusive right on a winding up or other return of capital to receive the net assets attributable to such class of shares; and (iii) in respect of voting, the right to cast one vote in respect of each share held. In the case of each class of shares, distributable profits or net assets (“Entitlements”) attributable to the relevant class shall be those attributable to the Acquired Business to be acquired by RBS (in the case of the R Shares), Fortis (in the case of the F Shares) and Santander (in the case of the S Shares) and shall be those attributable to the Retained Business (in the case of the Retained Business Shares). For the avoidance of doubt, the Entitlements attributable to any Acquired Business or the Retained Business shall include the proceeds of sale of any such business (whether to the appropriate Investor or a third party). The provisions of Schedule 2 shall apply.
Sample 1
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Related to Agreement and adoption of the New Articles

  • Incorporation of the Plan All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall govern. Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings given to such terms in the Plan.

  • Execution and Incorporation of Terms The parties to this Terms Agreement will enter into this Terms Agreement by executing the Omnibus Instrument. By executing the Omnibus Instrument, each party hereto agrees that this Terms Agreement will constitute a legal, valid and binding agreement by and among such parties. All terms relating to the Trust or the Notes not otherwise included in this Terms Agreement will be as specified in the Omnibus Instrument or Pricing Supplement, as indicated herein.

  • Incorporation of Terms of Plan The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

  • Implementation of the Agreement Regulations of this Agreement relating to investments who investors of one Contracting Party realized before or after the entry into force of this Agreement, with what shall apply from the moment of its entry into force, provided that such investments conducted in accordance with the laws of that Party Contracting.

  • Ratification and Incorporation of Original Indenture As supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.

  • Incorporation of Terms The parties to the Trust Agreement will enter into the Trust Agreement by executing the Omnibus Instrument. By executing the Omnibus Instrument, the Trustee and the Trust Beneficial Owner hereby agree that the Trust Agreement will constitute a legal, valid and binding agreement between the Trustee and the Trust Beneficial Owner. All terms relating to the Trust or the series of Notes not otherwise included in the Trust Agreement will be as specified in the Omnibus Instrument or Pricing Supplement, as indicated herein.

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

  • 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 2001-3 Certificates and the transactions described herein.

  • Incorporation of Terms in Subcontracts a. Grantee will include in all its contracts with subrecipient subcontractors and solicitations for subrecipient subcontracts, without modification (except as required to make applicable to the subcontract): 1. Statement of Work 2. Uniform Terms and Conditions 3. Special Conditions 4. Federal Assurances and Certifications 5. Non-Exclusive List of Applicable Laws 6. A provision granting to the System Agency, State Auditor's Office (SAO), Office of Inspector General (OIG), and the Comptroller General of the United States, and any of their representatives, the right of access to inspect the work and the premises on which any work is performed, and the right to audit the subcontractor. b. Grantee will ensure that all written agreements with subcontractors incorporate the terms of this Contract so that all terms, conditions, provisions, requirements, duties and liabilities under this Contract applicable to the services provided or activities conducted by a subcontractor are passed down to that subcontractor. c. No provision of this Contract creates privity of contract between the System Agency and any subcontractor of Grantee.

  • INCORPORATION OF GUIDES BY REFERENCE The Seller/Servicer acknowledges that it has received and read the Guides. All provisions of the Guides are incorporated by reference into and made a part of this Contract, and shall be binding upon the parties; provided, however, that the Seller/Servicer shall be entitled to sell Loans to and/or service Loans for Residential Funding only if and for so long as it shall have been authorized to do so by Residential Funding in writing. Specific reference in this Contract to particular provisions of the Guides and not to other provisions does not mean that those provisions of the Guides not specifically cited in this Contract are not applicable. All terms used herein shall have the same meanings as such terms have in the Guides, unless the context clearly requires otherwise.

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