Articles of Association and Memorandum of Association Sample Clauses

Articles of Association and Memorandum of Association. The Articles of Association of the Surviving Company shall be amended as necessary to read the same as the Articles of Association of Acquisition in effect at the Effective Time until amended in accordance with applicable law. The Memorandum of Association of the Company shall be the Memorandum of Association of the Surviving Company until amended in accordance with applicable law.
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Articles of Association and Memorandum of Association. The Company has made available to Parent accurate and complete copies of the Articles of Association and the Memorandum of Association of the Company and the charter and other organizational documents of each other Acquired Corporation, including all amendments thereto. The Company has made available to Parent accurate and complete copies of: (a) the charters of all committees of the Company’s board of directors; and (b) any code of conduct, investment policy, whistleblower policy, disclosure committee policy or similar policy adopted by any of the Acquired Corporations or by the board of directors, or any committee of the board of directors, of any of the Acquired Corporations.
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Articles of Association and Memorandum of Association. Simultaneously with the ISR Effective Time, Holdco and HW, in their capacity as sole shareholders of the ISR Surviving Company, shall take all necessary and appropriate actions required to adopt Amended and Restated Articles of Association in the form of Exhibit I hereto (the “Amended Articles”) and such Amended Articles shall be the Articles of Association of the ISR Surviving Company from and after the ISR Effective Time until further amended in accordance with applicable law.
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Articles of Association and Memorandum of Association. The Memorandum of Association of the Company, as in effect immediately prior to the Merger Effective Time, shall be the Memorandum of Association of the Surviving Corporation from and after the Merger Effective Time until further amended in accordance with applicable Law. The Company shall amend and restate its Articles of Association and such amended and restated Articles of Association shall be the Articles of Association of the Surviving Corporation (the “Company Articles”) from and after the Merger Effective Time until further amended in accordance with applicable Law.
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Articles of Association and Memorandum of Association. The Company has heretofore made available to Parent a complete and correct copy of the Articles of Association and the Memorandum of Association or equivalent organizational documents, each as amended to date, of the Company and each Company Subsidiary listed at Part 2.2 of the Company Disclosure Schedule. Such Articles of Association, Memorandum of Association or equivalent organizational documents are in full force and effect. Neither the Company nor any Company Subsidiary is in violation of any of the provisions of its Articles of Association, Memorandum of Association or equivalent organizational documents.
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Articles of Association and Memorandum of Association. The Memorandum of Association of Shen Kun (the “Shen Kun Articles”), as in effect immediately prior to the Merger, shall be the Memorandum of Association of the Surviving Corporation from and after the Merger until further amended in accordance with applicable Law.
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Related to Articles of Association and Memorandum of Association

  • Articles of Association At the Effective Time, the Articles of Association of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Articles of Association of the Surviving Company, until duly amended as provided therein, herein and by applicable Law.

  • Memorandum and Articles of Association The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Memorandum and Articles of Association.

  • Memorandum and Articles The copy of the memorandum and articles of association of the Company annexed to the Disclosure Letter is true and complete and has embodied therein or annexed thereto a copy of every resolution or agreement as is required by law to be embodied in or annexed to it, and sets out completely the rights and restrictions attaching to each class of authorised share capital of the Company.

  • Amended and Restated Certificate of Incorporation The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Certificate of Incorporation.

  • Articles of Incorporation; Bylaws (a) At the Effective Time, the articles of incorporation of Merger Sub shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with their terms and as provided by applicable Law.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Articles of Incorporation and Bylaws (a) The articles of incorporation of the Company in effect immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation until duly amended or repealed.

  • Articles of Incorporation and Bylaws of the Surviving Corporation At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

  • Articles of Incorporation and Bylaws; Records The Company has delivered to Parent accurate and complete copies of: (1) the Company's articles of incorporation and bylaws, including all amendments thereto; (2) the stock records of the Company; and (3) except as set forth in Part 2.2 of the Disclosure Schedule, the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the shareholders of the Company, the board of directors of the Company and all committees of the board of directors of the Company. There have been no formal meetings or other proceedings of the shareholders of the Company, the board of directors of the Company or any committee of the board of directors of the Company that are not fully reflected in such minutes or other records. There has not been any violation of any of the provisions of the Company's articles of incorporation or bylaws, and the Company has not taken any action that is inconsistent in any material respect with any resolution adopted by the Company's shareholders, the Company's board of directors or any committee of the Company's board of directors. The books of account, stock records, minute books and other records of the Company are accurate, up-to-date and complete in all material respects, and have been maintained in accordance with prudent business practices.

  • Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity” Depositor

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