Amendment of Memorandum and Articles of Association. Following the date hereof, CRIC shall take all necessary action to, with effect as of the Closing, duly execute an amendment to its Memorandum and Articles of Association (or similar organizational documents) to provide, among other things, that (i) any contract or agreement (and any modification or amendment thereto) between or among any CRIC Company, on the one hand, and any Affiliate thereof, on the other hand, with a value exceeding the greater of (A) $10,000,000 and (B) more than 5% of the total revenues of CRIC in the most recent fiscal year for which CRIC’s audited consolidated financial statements are available, be subject to the approval of a majority of the disinterested members of the Board of Directors of CRIC (such process, the “Related Party Transaction Approval Process”) and (ii) any modification or amendment to the Related Party Transaction Approval Process be a matter requiring the approval of not less than three-fourths of the members of the Board of Directors of CRIC.
Amendment of Memorandum and Articles of Association. 26. Subject to the Companies Act and the rights attaching to the various Classes, the Company may at any time and from time to time by Special Resolution alter or amend this Memorandum or the Articles in whole or in part.
Amendment of Memorandum and Articles of Association. The Joint Venturers shall amend the existing memorandum and articles of association of the Company in order to make such memorandum and articles to be consistent in all respects with the terms and conditions of this Agreement. In the event of any inconsistency between this Agreement and the memorandum and articles of association of the Company, this Agreement shall prevail.
Amendment of Memorandum and Articles of Association. 16. The Company may amend this Memorandum and/or the Articles of Association by a resolution of shareholders or by a resolution of directors. Notwithstanding anything to the contrary in this Memorandum (including Clauses 11(m), 16 and 17 of this Memorandum), if any Xxxxxxx Person is a shareholder of the Company, the Company shall not amend, alter or repeal this Clause 16 or any of Articles 124 through 132 of the Articles of Association in manner that adversely affects any Xxxxxxx Person without the prior written consent of the Xxxxxxx Representative. Notwithstanding anything to the contrary in the Articles of Association, so long as any Xxxxxxx Person is a shareholder of the Company, the Company shall not amend, alter or repeal any of Articles 133 through 136 of the Articles of Association in a manner that adversely affects the Xxxxxxx Group or any Xxxxxxx Group Related Persons (each as defined in the Articles of Association) without the prior written consent of the Xxxxxxx Representative.
Amendment of Memorandum and Articles of Association. 160. Subject to the Companies Act, the Company may at any time and from time to time by Special Resolution alter or amend the Memorandum of Association or these Articles in whole or in part. CLOSING OF REGISTER OR FIXING RECORD DATE 161. For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at any meeting of Shareholders or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Shareholder for any other purpose, the Directors may provide that the Register shall be closed for transfers for a stated period which shall not exceed in any case thirty (30) calendar days in any calendar year.
Amendment of Memorandum and Articles of Association. Subject to Clause 7, the Company may amend its Memorandum or Articles by a Resolution of Members or a Resolution of Directors, save that no amendment may be made by a Resolution of Directors:
Amendment of Memorandum and Articles of Association. The Memorandum and Articles of Association of the JVC shall have been amended and restated in the form attached hereto as Exhibit 8.8.
Amendment of Memorandum and Articles of Association. The Company may amend its Memorandum of Association and Articles of Association by a resolution of members or by a resolution of directors.
Amendment of Memorandum and Articles of Association. 18. The Company may amend its Memorandum or its Articles only by a Consent Resolution of Members.
Amendment of Memorandum and Articles of Association. The Company agrees that it will, before the first Call Closing, adopt a Fourth Amended and Restated Memorandum and Articles of Association of the Company setting out the rights, privileges and preferences of the Class A Preference Shares as set out in the Certificate of Designation attached hereto as Exhibit B (the “COD”), and register such Fourth Amended and Restated Memorandum and Articles of Association with the Registry of Corporate Affairs in the British Virgin Islands.
