Amendment of Articles. The Corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles, in the manner now or hereafter prescribed by the NRS, and all rights conferred on stockholders herein are granted subject to this reservation; PROVIDED, HOWEVER, that no amendment, alteration, change or repeal may be made to: (i) Section 2 of Article III or (ii) this Article V without the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the outstanding voting stock of the Corporation, voting together as a single class.
Amendment of Articles. In the event (a) the DRHP is not filed with SEBI for an IPO on or before March 31, 2024, or (b) the IPO is not completed by the IPO Date; or (c) the Board decides not to undertake the IPO; whichever is earlier, then the Company shall, within 7 (seven) days of occurrence of such event, (i) amend and restate the Articles to incorporate the relevant provisions of this Agreement; (ii) convene a board meeting and an extraordinary general meeting of the Shareholders for approval and adoption of the amended and restated Articles; and (iii) hand over to the Purchaser certified true copies of the resolution passed by the Board and the Shareholders under this Clause.
Amendment of Articles. WTW shall procure that a special resolution be proposed to the WTW Shareholders at the WTW EGM proposing that the WTW Memorandum and Articles of Association be amended so that any WTW Shares allotted following the WTW EGM will either be subject to the terms of the Scheme or acquired by Aon for the same consideration per WTW Share as shall be payable to WTW Shareholders under the Scheme (depending upon the timing of such allotment); provided, however, that nothing in such amendment to the WTW Memorandum and Articles of Association shall prohibit the sale (whether on a stock exchange or otherwise) of any WTW Shares issued on the exercise of WTW Options or vesting or settlement of WTW Share Awards, as applicable, following the WTW EGM but prior to the sanction of the Scheme by the High Court, it being always acknowledged that each and every WTW Share will be bound by the terms of the Scheme.
Amendment of Articles. Allergan shall procure that a special resolution be proposed to the Allergan Shareholders at the EGM proposing that the Allergan Memorandum and Articles of Association be amended so that any Allergan Shares allotted following the EGM will either be subject to the terms of the Scheme or acquired by AbbVie for the same consideration per Allergan Share as shall be payable to Allergan Shareholders under the Scheme (depending upon the timing of such allotment); provided, however, that nothing in such amendment to the Allergan Memorandum and Articles of Association shall prohibit the sale (whether on a stock exchange or otherwise) of any Allergan Shares issued on the exercise of Allergan Options or vesting or settlement of Allergan Share Awards, as applicable, following the EGM but prior to the sanction of the Scheme by the High Court, it being always acknowledged that each and every Allergan Share will be bound by the terms of the Scheme.
Amendment of Articles. The Company shall procure that a special resolution be proposed to the Company Shareholders at the EGM proposing that the Company Memorandum and Articles of Association be amended so that any Company Shares allotted following Scheme Record Time will either be subject to the terms of the Scheme or acquired by Parent for the same consideration per Company Share as shall be payable to the Company Shareholders under the Scheme (depending upon the timing of such allotment); provided, however, that nothing in such amendment to the Company Memorandum and Articles of Association shall prohibit the sale (whether on a stock exchange or otherwise) of any Company Shares issued on the exercise of Company Options or vesting or settlement of Company Share Awards, as applicable, following the EGM but prior to the Scheme Record Time approved by the Irish High Court, it being always acknowledged that each and every Company Share will be bound by the terms of the Scheme.
Amendment of Articles. In the event this Agreement shall be amended pursuant to this Article XIV, the Manager shall amend the Articles of Organization to reflect such change, if the Company's legal counsel deems such amendment of the Articles of Organization to be necessary.
Amendment of Articles. In the event that this Agreement shall be amended pursuant to this Article 12, the Board of Directors shall amend the Articles to reflect such change if the Board of Directors deems such amendment of the Articles to be necessary or appropriate.
Amendment of Articles. Fleetmatics shall procure that a special resolution be put before the Fleetmatics Shareholders at the EGM proposing that the Memorandum and Articles of Association of Fleetmatics be amended so that any Fleetmatics Ordinary Shares allotted following the EGM will either be subject to the terms of the Scheme or acquired by Bidco for the same consideration per Fleetmatics Ordinary Share as shall be payable to Fleetmatics Shareholders under the Scheme (depending upon the timing of such allotment); provided, however, that nothing in such amendment to the Memorandum and Articles of Association of Fleetmatics shall prohibit the sale (whether on a stock exchange or otherwise) of any Fleetmatics Ordinary Shares issued on the exercise of Fleetmatics Options or vesting or settlement of Fleetmatics Share Awards, as applicable, following the EGM but prior to the sanction of the Scheme by the High Court, it being always acknowledged that each and every Fleetmatics Share will be bound by the terms of the Scheme.
Amendment of Articles. Promptly following the SHA Termination, the Parties (other than ListCo) shall exercise all voting and other rights and powers available to them to ensure any required amendment or variation is made, and the Company shall (and the other Parties (other than ListCo) shall procure the Company to) make such required amendments or variations, to the Articles or other constituent documents of the Company to reflect, and remedy any conflict under the Articles as a result or consequence of, the matters set out in the foregoing sections of this Agreement.
Amendment of Articles. At the 2014 Meeting, the Company and the Board will recommend that shareholders approve, and will seek shareholder approval of, a proposal to amend Article 22 of the Articles of Association of Transocean Ltd. (the “Articles”) to reduce the maximum size of the Board from fourteen (14) to eleven (11) directors (the “Board Reduction Proposal”); it being understood that adoption of the Board Reduction Proposal will be subject to the satisfaction of applicable quorum and vote requirements pursuant to the Articles. The Company and the Board agree to use commercially reasonable efforts to cause shareholder approval of the Board Reduction Proposal (including soliciting proxies to vote for the Board Reduction Proposal, recommending that the Company shareholders vote in favor of the Board Reduction Proposal, and otherwise supporting the Board Reduction Proposal in a manner no less rigorous and favorable than the manner in which the Company and the Board support the other Board proposals at the 2014 Meeting).
