AMENDMENT OF THE MEMORANDUM AND THE ARTICLES. 12.1. Subject to Clauses 7.3(h) and 8, the Company may amend the Memorandum or the Articles by Resolution of Shareholders or by Resolution of Directors, save that no amendment may be made by Resolution of Directors: (a) to restrict the rights or powers of the Shareholders to amend the Memorandum or the Articles; (b) to change the percentage of Shareholders required to pass a Resolution of Shareholders to amend the Memorandum or the Articles; (c) in circumstances where the Memorandum or the Articles cannot be amended by the Shareholders; or (d) to Clauses 7, 8, 9 or this Clause 12. 12.2. Any amendment of the Memorandum or the Articles will take effect on the registration by the Registrar of a notice of amendment, or restated Memorandum and Articles, filed by the registered agent.
Appears in 3 contracts
Samples: Series a Preferred Share Purchase Agreement (Le Gaga Holdings LTD), Series A1 Preferred Share Purchase Agreement (Le Gaga Holdings LTD), Share Purchase Agreement (Le Gaga Holdings LTD)
AMENDMENT OF THE MEMORANDUM AND THE ARTICLES. 12.1. Subject to Clauses 7.3(h) and 8, the Company may amend the Memorandum or the Articles by Resolution of Shareholders or by Resolution of Directors, save that no amendment may be made by Resolution of Directors:
(a) to restrict the rights or powers of the Shareholders to amend the Memorandum or the Articles;
(b) to change the percentage of Shareholders required to pass a Resolution of Shareholders to amend the Memorandum or the Articles;
(c) in In circumstances where the Memorandum or the Articles cannot be amended by the Shareholders; or
(d) to Clauses 7, 8, 9 or this Clause 12.
12.2. Any amendment of the Memorandum or the Articles will take effect on the registration by the Registrar of a notice of amendment, or restated Memorandum and Articles, filed by the registered agent.
Appears in 1 contract
Samples: Share Subscription Agreement (Le Gaga Holdings LTD)
AMENDMENT OF THE MEMORANDUM AND THE ARTICLES. 12.1. Subject to Clauses 7.3(h) and 7.3(h)and 8, the Company may amend the Memorandum or the Articles by Resolution of Shareholders or by Resolution of Directors, save that no amendment may be made by Resolution of Directors:;
(a) to restrict the rights or powers of the Shareholders to amend the Memorandum or the Articles;
(b) to change the percentage of Shareholders required to pass a Resolution of Shareholders to amend the Memorandum or the Articles;
(c) in circumstances where the Memorandum or the Articles cannot be amended by the Shareholders; or
(d) to Clauses 7, 8, 9 or this Clause 12.
12.2. Any amendment of the Memorandum or the Articles will take effect on the registration by the Registrar of a notice of amendment, or restated Memorandum and Articles, filed by the registered agent.
Appears in 1 contract
Samples: Share Subscription Agreement (Le Gaga Holdings LTD)
AMENDMENT OF THE MEMORANDUM AND THE ARTICLES. 12.1. 12.1 Subject to Clauses 7.3(h) and Clause 8, the Company may amend the Memorandum or the Articles by Resolution of Shareholders or by Resolution of Directors, save that no amendment may be made by Resolution of Directors:
(a) to restrict the rights or powers of the Shareholders to amend the Memorandum or the Articles;
(b) to change the percentage of Shareholders required to pass a Resolution of Shareholders to amend the Memorandum or the Articles;
(c) in circumstances where the Memorandum or the Articles cannot be amended by the Shareholders; or
(d) to Clauses 7, 8, 9 or this Clause 12.
12.2. Any amendment of the Memorandum or the Articles will take effect on the registration by the Registrar of a notice of amendment, or restated Memorandum and Articles, filed by the registered agent.
Appears in 1 contract
Samples: Shareholders Agreement (Agria Corp)
AMENDMENT OF THE MEMORANDUM AND THE ARTICLES. 12.1. 11.1 Subject to Clauses 7.3(h) and Clause 8, the Company may amend the Memorandum or the Articles by Resolution of Shareholders or by Resolution of Directors, save that no amendment may be made by Resolution of Directors:
(a) to restrict the rights or powers of the Shareholders to amend the Memorandum or the Articles;
(b) to change the percentage of Shareholders required to pass a Resolution of Shareholders to amend the Memorandum or the Articles;
(c) in circumstances where the Memorandum or the Articles cannot be amended by the Shareholders; or
(d) to Clauses 7, 8, 9 or this Clause 1211.
12.2. 11.2 Any amendment of the Memorandum or the Articles will take effect on the registration by the Registrar of a notice of amendment, or restated Memorandum and Articles, filed by the registered agent.
Appears in 1 contract
Samples: Restructuring Agreement (Michael Kors Holdings LTD)