Common use of Memorandum and Articles Clause in Contracts

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.

Appears in 4 contracts

Samples: Share Purchase Agreement (Syniverse Holdings LLC), Merger Agreement (Whittman Hart Inc), Share Sale Agreement (Smtek International Inc)

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

Appears in 2 contracts

Samples: Share Sale and Purchase Agreement (SGS International, Inc.), Share Sale and Purchase Agreement (SGS International, Inc.)

Memorandum and Articles. The copy of the memorandum Memorandum and articles Articles of association Association of the Company annexed to the Disclosure Letter is true and complete and has embodied therein or annexed thereto a copy of every such resolution or agreement as is required by law referred to be embodied in or annexed to it, and sets out completely the rights and restrictions attaching to each class of authorised share capital Section 380 of the CompanyCompanies Act 0000.

Appears in 2 contracts

Samples: Share Purchase Agreement (Parexel International Corp), Share Purchase Agreement (Parexel International Corp)

Memorandum and Articles. The copy of the memorandum and articles of association (or equivalent constitutional document) of each member of the Company Sale Group annexed to the Disclosure Letter is true and complete and has embodied therein in or annexed thereto to it 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 each member of the CompanySale Group.

Appears in 1 contract

Samples: Agreement for the Acquisition of the Share Capital (Tidewater Inc)

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

Appears in 1 contract

Samples: Sale and Purchase Agreement (Natco Group Inc)

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

Appears in 1 contract

Samples: Share Purchase Agreement (Amarin Corp Plc\uk)

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 such resolution or agreement as is required by law referred to be embodied in or annexed to it, and sets out completely the rights and restrictions attaching to each class of authorised share capital Section 380 of the CompanyAct. The Company is operating and has always operated its business in all respects in accordance with its memorandum and articles of association at the relevant time.

Appears in 1 contract

Samples: Share Purchase Agreement (Transmedia Europe Inc)

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 to it 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.

Appears in 1 contract

Samples: Share Purchase Agreement (Seachange International Inc)

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Memorandum and Articles. The A copy of the memorandum and articles of association of the Company is annexed to the Disclosure Letter is true and complete and has embodied therein or annexed thereto a copy of every such resolution or agreement as is required by law referred to be embodied in or annexed to it, and sets out completely the rights and restrictions attaching to each class of authorised share capital section 380 of the CompanyAct.

Appears in 1 contract

Samples: Put and Call Option Agreement (RSL Communications LTD)

Memorandum and Articles. The copy of the memorandum and articles of association of the Company Companies 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 all alterations which have been made up 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 Companydate hereof.

Appears in 1 contract

Samples: Agreement for the Sale and Purchase of Shares (Kinetic Concepts Inc /Tx/)

Memorandum and Articles. The copy of the memorandum Memorandum and articles Articles of association Association of the Company annexed to the Disclosure Letter is true and complete and has embodied therein or annexed thereto a copy of every such resolution or agreement as is required by law referred to be embodied in or annexed to it, and sets out completely the rights and restrictions attaching to each class of authorised share capital Section 380 of the CompanyCompanies Xxx 0000.

Appears in 1 contract

Samples: Share Acquisition Agreement (Parexel International Corp)

Memorandum and Articles. The copy of the memorandum and articles of association of the Company or (in the case of FPSI or AB) the equivalent constitutional document annexed to the Disclosure Letter is true accurate and complete and has embodied therein in or annexed thereto to it 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.

Appears in 1 contract

Samples: Acquisition Agreement (Tiger Telematics Inc)

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