Memoranda and Articles of Association Sample Clauses

Memoranda and Articles of Association. 5.1 If any of the provisions of the GFI memorandum and/or GFI articles and/or the memorandum and/or articles of association of any other company forming part of the GFI group conflict with any of the provisions of this agreement, any party may require the GFI memorandum and/or GFI articles and/or the memorandum and/or [WERKSMANS LOGO] articles of association of any other company forming part of the GFI group to be amended accordingly. The parties shall vote in favour, and/or procure that the shareholders of any other company forming part of the GFI group vote in favour, of all resolutions necessary to amend such memorandum and/or articles. 5.2 Without detracting from 5.1, if any provision of this agreement conflicts with any provision of the GFI memorandum and/or GFI articles and/or the memorandum and/or articles of association of any other company forming part of the GFI group, the provisions of this agreement shall take precedence and shall be given effect to by the parties if legally possible.
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Memoranda and Articles of Association. STATUTORY BOOKS AND RESOLUTIONS 2.5.1 The copy of the memorandum and articles of association of each Group Company attached to the Disclosure Letter is accurate and complete in all respects and has embodied in it or annexed to it a copy of each such resolution as is referred to in CA s 380. 2.5.2 The register of members and other statutory books of each Group Company have been properly kept and contain an accurate and complete record of the matters with which they should deal. 2.5.3 No notice or allegation that any of the foregoing is incorrect or should be rectified has been received by the Company or the Subsidiary. 2.5.4 Since the Last Accounts Date no alteration has been made to the memorandum or articles of association of any Group Company and no resolution of any kind of the shareholders of any Group Company has been passed (other than resolutions relating to business at annual general meetings which was not special business) and, pending Completion, no resolution shall be passed without the prior written consent of the Purchaser.
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Memoranda and Articles of Association the Borrower will not, and will procure that no Subsidiary amends its Memorandum or Articles of Association in any way which would restrict the ability of the Security Trustee to exercise its rights under the Security Documents in respect of the shares in such company.
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Memoranda and Articles of Association. The copy of the Memorandum and Articles of Association and the equivalent constitutional documents in the relevant jurisdiction of the Companies attached to the Disclosure Letter are true and complete
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Related to Memoranda and Articles of Association

  • 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.

  • 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 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.

  • 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 The articles of incorporation and bylaws of the entity holding the charter shall provide for governance of the operation of the School as a nonprofit corporation and public charter school and shall at all times be consistent with all applicable law and this Certificate. The School shall notify the Authorizer of any modification to the Articles or Bylaws within five (5) business days of approval by the Charter Board.

  • Articles of Incorporation; Bylaws (a) At the Effective Time, 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 of the Surviving Corporation. (b) The Bylaws of Company, as in effect immediately prior to the Effective Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation until thereafter amended.

  • Certificate of Incorporation, Bylaws, and Minute Books The copies of the Articles of Incorporation and of the Bylaws of ATDH which have been delivered to Global are true, correct and complete copies thereof. The minute book of ATDH, which has been made available for inspection, contains accurate minutes of all meetings and accurate consents in lieu of meetings of the Board of Directors (and any committee thereof) and of the Shareholder of ATDH since the date of incorporation and accurately reflects all transactions referred to in such minutes and consents in lieu of meetings.

  • Articles of Incorporation and By-Laws The complete and correct copies of the Company’s Articles and By-Laws, as amended or restated to date which have been filed with the Securities and Exchange Commission are a complete and correct copy of such document as in effect on the date hereof and as of the Closing Date.

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Articles of Incorporation The articles of incorporation of the Company in effect at the Effective Time shall be the articles of incorporation of the Surviving Corporation until amended in accordance with applicable law.

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