AMENDMENT OF MEMORANDUM AND ARTICLES. Subject to Clause 9, the Company may amend its Memorandum or Articles by a Resolution of Shareholders or by a Resolution of Directors, save that no amendment may be made by a Resolution of Directors:
AMENDMENT OF MEMORANDUM AND ARTICLES. The Purchaser hereby agrees to not propose any amendment to the Company’s Memorandum and Articles (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s Business Combination or to redeem 100% of the Class A Shares if the Company does not complete its Business Combination within 24 months from the IPO Closing or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides its shareholders with the opportunity to redeem their Class A Shares upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Class A Shares.
AMENDMENT OF MEMORANDUM AND ARTICLES. Power to change name or amend Memorandum
AMENDMENT OF MEMORANDUM AND ARTICLES. Each of the Parties hereby undertakes that it shall whenever necessary exercise all voting and other rights and powers available to it to procure the amendment of the Memorandum and Articles to the extent necessary to permit the Company and its affairs to be operated as provided herein so that the same are consistent with the provisions of this Agreement.
AMENDMENT OF MEMORANDUM AND ARTICLES. Subject to and insofar as permitted by the provisions of the Law and the Deal Documents, the Company may from time to time by Unanimous Director Approval and a Special Resolution alter or amend its Memorandum of Association or these Articles in whole or in part; provided, however that no such amendment shall affect the rights attaching to any class of Shares without the consent or sanction of a Unanimous Director Approval. The Memorandum of Association and the Articles may be amended after the Final Payment Date by Special Resolution alone.
AMENDMENT OF MEMORANDUM AND ARTICLES. 44.1 Subject to the provisions of the Act, the Company may from time to time by Special Resolution alter or amend the Memorandum or these Articles in whole or in part provided that no such amendment shall affect the special rights attaching to any class of Shares without the consent or sanction provided for in these Articles. [See attached.]
1. The name of the Company is Plus Holdings Ltd.
2. The Registered Office shall be at the offices of Vistra (Cayman) Limited, X.X. Xxx 00000 Xxxxx Xxxxxxxxx, Xxxxxxxx Way, 000 Xxxx Xxx Xxxx, Xxxxx Xxxxxx XX0-0000, Cayman Islands.
3. Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by law.
4. Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of The Companies Act.
5. Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed.
6. If the Company is an exempted company, it shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
7. The liability of each member is limited to the amount from time to time unpaid on such member’s shares.
8. The share capital of the Company is US$50,000.00 divided into (i) 23,490,687,078 ordinary shares of a nominal or par value of US$0.000002 each, (ii) 159,057,400 convertible series A-1 preferred shares of a nominal or par value of US$0.000002 each, (iii) 41,757,975 convertible series A-2 preferred shares of a nominal or par value of US$0.000002 each, (iv) 392,555,925 convertible redeemable series A-3 preferred shares of a nominal or par value of US$0.000002 each, (v) 72,349,085 convertible series A-4 preferred shares of a nominal or par value of US$0.000002 each, (vi) 658,373,725 convertible series B preferred shares of a nominal or par value of US$0.000002 each, and...
AMENDMENT OF MEMORANDUM AND ARTICLES. Subject to and insofar as permitted by the provisions of the Companies Act and these Articles (including but not limited to Article 90), the Company may from time to time by Special Resolution alter or amend its Memorandum of Association or these Articles in whole or in part provided however that no such amendment shall affect the rights attaching to any class of Shares without the consent or sanction provided for in Article 3(b), further provided that any amendment that will result in more favorable treatment to holders of Series A-1 Shares or Series A-2 Shares than holders of Series A-4 Shares, Series B Shares or Series C Shares, as the case may be, can only be made by holders of at least a majority of the total issued and outstanding Series A-4 Shares, Series B Shares or Series C Shares, as the case may be, in writing.
AMENDMENT OF MEMORANDUM AND ARTICLES. Subject to the provisions of the Act, the Company may from time to time by Special Resolution alter or amend the Memorandum or these Articles in whole or in part provided that no such amendment shall affect the special rights attaching to any class of Shares without the consent or sanction provided for in these Articles. [See attached.] [XXXXXXXX CAPITAL INVESTMENT CORP. V]2
AMENDMENT OF MEMORANDUM AND ARTICLES. Subject to and insofar as permitted by the provisions of the Companies Act and these Articles, the Company may from time to time by Special Resolution alter or amend its Memorandum of Association or these Articles in whole or in part provided however that no such amendment shall affect the rights attaching to any class of Shares without the consent or sanction provided for in Article 4(b).
AMENDMENT OF MEMORANDUM AND ARTICLES. Subject to Clause 9, the Company may amend its Memorandum or Articles by a Resolution of Shareholders or by a Resolution of Directors, save that no amendment may be made by a Resolution of Directors:
(a) to restrict the rights or powers of the Shareholders to amend the Memorandum or Articles;
(b) to change the percentage of Shareholders required to pass a Resolution of Shareholders to amend the Memorandum or Articles;
(c) in circumstances where the Memorandum or Articles cannot be amended by the Shareholders; or
(d) to Clauses 8, 9 or 10 or this Clause 13. Notwithstanding the foregoing no amendment may be made to the Memorandum or Articles without the approval of each Minority Shareholder (as defined in the Shareholders Agreement) holding 20% or more of the Shares on issue.
