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. 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. 2 to 5
(1) Proposals for the amendment of this Complementary Act may be initiated by any country member of the Assembly, or by the Director General. Such proposals shall be communicated by the Director General to the member countries of the Assembly at least six months in advance of their consideration by the Assembly.
(2) Amendments referred to in paragraph (1) shall be adopted by the Assembly. Adoption shall require three-fourths of the votes cast, provided that any amendment to Article 2 and to the present paragraph, shall require four-fifths of the votes cast.
(3) Any amendment referred to in paragraph (1) shall enter into force one month after written notifications of acceptance, effected in accordance with their respective constitutional processes, have been received by the Director General from three-fourths of the countries members of the Assembly at the time it adopted the amendment. Any amendment thus accepted shall bind all the countries which are members of the Assembly at the time the amendment enters into force, or which become members thereof at a subsequent date.
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. Any amendment, alteration or repeal of any provision of the Articles or Bylaws of the Company that would alter or change the voting powers, preferences or special rights of this Series so as to affect them adversely;
Amendment of Articles. 20 10.11 Loan in Recognition of Tax Liability..............................20 SECTION 11 REMEDIES...........................................................21 11.1 Mutual Termination................................................21 11.2 Defaults Permitting Termination...................................21 11.3 Post-Closing Covenants Benefit Third Parties......................21 11.4 Arbitration.......................................................21 SECTION 12 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS..............21 12.1 As to SmartGate...................................................21 12.2 As to Pubco.......................................................21 SECTION 13 MISCELLANEOUS......................................................22 13.1 Entire Agreement; Amendments......................................22 13.2 Binding Agreement.................................................22 13.3 Attorney's Fees...................................................22 13.4 Severability......................................................22 13.5 Governing Law.....................................................22 13.6 Notices...........................................................22 13.7 Counterparts......................................................23 EXHIBIT LIST..................................................................25 SCHEDULE LIST.................................................................25 CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT ("Agreement") is entered into on this 9th day of February 2000 by and between SmartGate, Inc., a Nevada corporation ("Pubco"), SmartGate, L.C., a Florida Limited Liability Company ("SmartGate"), and shareholders of SmartGate listed on the signature pages hereto, being the only shareholders of SmartGate (the "SmartGate Shareholders, SmartGate Stockholders or SmartGate Members") and who are joining this Agreement only for purposes of Section 1, 2, 3, 9.2 and 10.7 as of the date this Agreement is executed. INTRODUCTION The transaction contemplated by this Agreement is intended to be an integral part of a "tax free" contribution of property under Section 351 of the Internal Revenue Code of 1986 as amended. As a single consolidated transaction, Pubco will simultaneously exchange shares of its stock (the "Pubco Stock") for 100% of the outstanding stock of SmartGate and $1,187,000 of capital. The acquisition by Pubco of SmartGate is contingent upon, simultaneous with and indivisible from Pubco's ...
