Conflict with Memorandum and Articles Sample Clauses

Conflict with Memorandum and Articles. In the event of any ambiguity or discrepancy between the provisions of this Agreement and the Memorandum and Articles, it is the intention that the provisions of this Agreement shall prevail and accordingly the parties shall exercise all voting and other rights and powers available to them so as to give effect to the provisions of this Agreement and shall further, if necessary, procure any required amendment to the Memorandum and Articles.
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Conflict with Memorandum and Articles. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Company’s Memorandum and Articles or other constitutional documents, the terms of this Agreement shall prevail as between the shareholders of the Company only. The Parties shall, notwithstanding the conflict or inconsistency, act so as to effect the intent of this Agreement to the greatest extent possible under the circumstances and shall promptly amend the conflicting constitutional documents to conform to this Agreement to the greatest extent possible.
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Conflict with Memorandum and Articles. 20.1 In the event of any conflict between the provisions of this Agreement and the Memorandum and Articles or other constitutional document of the Company, the provisions of this Agreement shall prevail as between the Parties. The Parties shall exercise all voting and other rights and powers available to them so as to give effect to the provisions of this Agreement and shall further (if necessary) procure any required amendment to the Memorandum and Articles or other constitutional document of the Company or any member of the Company as may be necessary and without undue delay. 20.2 Without prejudice to the generality of clause 20.1, the Parties confirm their intention that the provisions of this Agreement shall prevail in relation to the transfer of Shares. 20.3 The Company shall not be bound by any provision of this Agreement to the extent that it would constitute an unlawful xxxxxx on any statutory power of the Company (but this shall not affect the validity of the relevant provision as between the other Parties or the respective obligations of such other Parties as between themselves under clause 20.1).
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Conflict with Memorandum and Articles. If there is any ambiguity, inconsistency or conflict between the provisions of the Memorandum and Articles (as amended in accordance with the terms hereof through the date when such ambiguity, conflict or inconsistency arises or is deemed to arise) and this Agreement, such ambiguity, inconsistency or conflict shall be resolved by giving precedence to the provisions of the Memorandum and Articles over this Agreement and the Parties promptly shall take all such actions and steps as are necessary to amend the Memorandum and Articles to eliminate such inconsistency or conflicting provision or term from the Memorandum and Articles and to replace it with a provision or term that is consistent with the provisions of this Agreement. In the meantime, while any such amendments to the Memorandum and Articles are pending, no Party hereto shall seek to enforce the provision of the Memorandum and Articles that is being amended so as to avoid inconsistency with the provisions hereof.
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Conflict with Memorandum and Articles. In the event of any ambiguity or discrepancy between the provisions of this Agreement and the Memorandum and Articles, the provisions of this Agreement shall prevail as between the Shareholders only for so long as this Agreement remains in force. Each of the Shareholders shall take all Necessary Actions as to give effect to the provisions of this Agreement and, if necessary, to procure (in each case so far as it is able to do so) any required amendment to the Memorandum and Articles in accordance with Clause 2.3(b).
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Conflict with Memorandum and Articles. If there is any conflict between the provision of this agreement and the memorandum and articles of association of the Company, the provisions of this agreement prevail. On receipt of a written request from any party, all parties must take all necessary steps to amend any inconsistency in the memorandum or articles of association of the Company.
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Conflict with Memorandum and Articles. 24.1 Supremacy of this Agreement (a) exercise all voting and other rights and powers available to them to give effect to the provisions of this Agreement, and (b) (if necessary) ensure any required amendment to the Memorandum and Articles or other constitutional document of the Company.
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Conflict with Memorandum and Articles. SUPREMACY OF THIS AGREEMENT 18.1 If the provisions of this Agreement conflict with the Memorandum and Articles or the constitutional documents of any Company Group Member, the provisions of this Agreement shall prevail as between the parties. The parties shall: (a) exercise all voting and other rights and powers available to them to give effect to the provisions of this Agreement; and (b) (if necessary) ensure that any required amendment is made to the Memorandum and Articles and/or constitutional document of any other Company Group Member. NO FETTER ON THE COMPANY 18.2 The Company is not bound by any provision xx xxxs Agreement to the extent that it constitutes an unlawful fetter on any statutory power of the Company. This shall not affexx xxx validity of the relevant provision as between the other parties to this Agreement or the respective obligations of the other parties as between themselves under Clause 16.1.
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Related to Conflict with Memorandum and Articles

  • 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.

  • 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.

  • Organization Documents, Resolutions, Etc Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance reasonably satisfactory to the Administrative Agent: (i) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary of such Loan Party to be true and correct as of the Closing Date; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and (iii) such documents and certifications as the Administrative Agent may require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.

  • Organization and Standing; Articles and Bylaws The Company is a ---------------------------------------------- corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted.

  • CONFLICTS WITH TRUST’S GOVERNING DOCUMENTS AND APPLICABLE LAWS Nothing herein contained shall be deemed to require the Trust or any Fund to take any action contrary to the Trust’s Agreement and Declaration of Trust, Amended and Restated By-Laws, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust and Fund. In this connection, the Adviser acknowledges that the Trustees retain ultimate plenary authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of shareholders.

  • Organizational Documents The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.

  • Constitutional Documents (a) A copy of the constitutional documents of each Obligor (other than UPC Financing) and the partnership agreement of UPC Financing or, if the Facility Agent already has a copy, a certificate of an authorised signatory of the relevant Obligor confirming that the copy in the Facility Agent’s possession is still correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. (b) An extract of the registration of each Obligor established in the Netherlands in the trade register of the Dutch Chamber of Commerce.

  • Amendment of Organizational Documents The Borrower will not, or will permit any Restricted Subsidiary to, amend, modify or waive any of its rights under its articles or certificate of incorporation, by-laws or other organizational documents, in either case, to the extent such amendment, modification or waiver would be adverse in any material respect to the rights or interests of the Lenders hereunder or under any other Loan Document.

  • Governing Documents Manager will provide Subadviser with copies of (i) the Trust’s Declaration of Trust and By-laws, as currently in effect, (ii) the Fund’s currently effective prospectus and statement of additional information, as set forth in the Trust’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Fund as Subadviser may from time to time reasonably request.

  • Modification of Organizational Documents Not permit the charter, by-laws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders.

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