Memorandum & Articles of Association adopting new Memorandum & Articles of Association of Azur, substantially in the form set forth as Exhibit D to the Merger Agreement;
Memorandum & Articles of Association. The Union’s governing document. It is the legal document that creates the company and says how it should be run. The Union has Articles of Association because it is a charitable company. A UK-wide survey that gives the opportunity for final year undergraduate students to share their opinions on the quality of their courses, which supports the institution in improving the student experience. A legal term for a very low or nominal sum of money. A UK-wide survey that gives Postgraduate Research Students the opportunity to share their experiences of learning and supervision at their institution. The University Statutes are one of the University’s constitutional documents, because of its status as a body corporate by Royal Charter. The Statues contain details of the members of the University, and the rules concerning the statutory bodies. Meetings held in the University that bring together Student Academic Reps and School staff to discuss issues affecting the student population at a local level. Established to have overarching responsibility for strategic oversight of the all key student experience surveys. This group provides institutional approach to surveys from design to closing the feedback loop. A document produced by the Sabbatical Officer team in the Students’ Union which offers a series of recommendations to the University, based on data and feedback from the student body about student life. This group provides oversight of all matters relating to student voice and the enhancement of the University’s partnership with the Students’ Union and reports into the Education & Student Experience Committee. The Way Forward 2018 – 2023 has been revised in response to coronavirus (COVID-19) and details the University’s organisational strategy. The strategy document, and the associated sub-strategies can be viewed on the University’s website: hxxxx://xxx.xxxxxxx.xx.xx/xxxxxxxxxxxxx University Committees perform a variety of functions. Their terms of reference, as defined by Ordinance or other regulation, set out their membership, powers and duties and lines of reporting. The detail around the University’s governance framework can be viewed on the University’s website: hxxxx://xxx.xxxxxxx.xx.xx/xxxxx/organisation/governance University Council is the governing body of the University and as such, is the supreme authority of the University. It has the ultimate power of decision in all matters affecting the University.
Memorandum & Articles of Association. (a) In the event of any conflict between the provisions of the Memorandum and Articles and this Agreement, the terms of this Agreement shall prevail and the parties shall cause the necessary amendments to be made in the Memorandum and Articles. In furtherance of this provision, the Shareholders agree to adopt the Memorandum and Articles attached hereto as Schedule 3 in replacement of the existing Memorandum and Articles.
(b) The Shareholders shall exercise their respective voting rights to approve and adopt the Memorandum and Articles attached hereto as Schedule 3 as the Memorandum and Articles of the Company.
(c) Any restriction in the Memorandum to the effect that the Directors of the Company shall have the right to accept or refuse registration on transfer of Shares in the Company shall not be applicable in respect of the transfer of any Shares which are in accordance and have complied with the provisions of this Agreement and each party agrees to cause the Directors nominated by it to so cast their votes in favour of accepting such registration or transfer of Shares.
(d) Any restriction whatsoever in the Memorandum relating to or imposed upon the rights of a Shareholder of partly paid up Shares, whether in respect of the Company's right to have lien over such Shares, the Company's rights of forfeiture or sale or dealing over such shares, the Company's rights of retention of dividends on such Shares, apportionment of the payment of dividends on such Shares or any other right which the Company may have against such Shares shall not, for the term of this Agreement be applicable or have effect. Each party agrees to cause the Directors nominated by it to give effect to this Clause 4.10(d).
(e) The rights of a Shareholder of partly paid shares shall be pari passu to the rights of a Shareholder of fully paid up shares provided however that the share certificate that is issued to a Shareholder in respect of partly paid Shares shall
Memorandum & Articles of Association. Copies of the Memorandum and Articles of Association of Seller certified by an officer of Seller.
Memorandum & Articles of Association. Add to, delete, vary or amend its Memorandum and Articles of Association in any manner inconsistent with this Assignment.
