Memorandum of Association and Bye laws of the Surviving Corporation. The memorandum of association of Sub, as in effect immediately prior to the Effective Time, shall be the memorandum of association of the Surviving Corporation until thereafter amended in accordance with the Companies Act and as provided in such memorandum of association, except that (i) the name of the Surviving Corporation as provided in such memorandum of association shall be “Freescale Semiconductor, Ltd.” and (ii) the authorized share capital of the Surviving Company as provided in such memorandum of association shall be the authorized share capital of the Company immediately prior to the Effective Time. The bye-laws of Sub, as in effect immediately prior to the Effective Time, shall be the bye-laws of the Surviving Corporation until thereafter amended in accordance with the Companies Act and as provided in such bye-laws, except that the name of the Surviving Corporation as provided in such bye-laws shall be “Freescale Semiconductor, Ltd.”
Memorandum of Association and Bye. Laws: it will not, without the prior consent in writing of the Agent (acting on the instructions of the Majority Lenders) amend or alter any of the provisions of its Memorandum of Association and Bye-Laws relating to its borrowing powers or principal objects;
Memorandum of Association and Bye laws; Directors and Officers. From and after the Effective Time:
(a) the memorandum of association of the Surviving Company shall be the memorandum of association of Sellas in effect immediately prior to the Effective Time until thereafter amended as provided by the laws of the Surviving Company;
(b) the certificate of incorporation of Galena shall be the certificate of incorporation of Galena immediately prior to the Effective Time, until thereafter amended as provided by the DGCL and such certificate of incorporation; provided, however, that at the Effective Time, Galena shall file one or more amendments to its certificate of incorporation, to the extent approved by the holders of Galena Common Stock as contemplated by Section 5.3, to (i) change the name of Galena to “SELLAS Life Sciences Group, Inc.” and (ii) make such other changes as are mutually agreeable to Galena and Sellas;
(c) the bye-laws of the Surviving Company shall be those of Sellas immediately prior to the Effective Time until thereafter amended in accordance with the bye-laws of the Surviving Company;
(d) at the Effective Time, the bylaws of Galena as they exist on the date of this Agreement shall, to the extent approved by the holders of Galena Common Stock as contemplated by Section 5.3, be amended by the Galena Bylaw Amendment; and
(e) the directors and officers of the Surviving Company and the directors and officers of Galena shall be the directors and officers set forth in Schedule 5.14 or as otherwise determined by Sellas with respect to the directors and officers of the Surviving Company or as otherwise determined by Sellas and Galena in accordance with Section 5.14 with respect to the directors and officers of Galena.
Memorandum of Association and Bye. Laws of the Company.
(a) The Memorandum of Association and Bye-Laws of the Company, as to be in effect on the Closing Date, are attached hereto as Exhibits B and C, respectively.
(b) As requested by the Board, each Shareholder shall vote its Shares, as appropriate, and shall take all other actions necessary or appropriate as reasonably requested by the Company, to ensure that the Company's Memorandum of Association and Bye-Laws do not at any time conflict with any provision of this Agreement. In the event of any conflict between this Agreement and the Company's Memorandum of Association or Bye-Laws, the provisions of this Agreement shall prevail.
Memorandum of Association and Bye. Laws. p) Parent has made available to the Company or its counsel a complete and correct copy of the Memorandum of Association and Bye-laws or equivalent organizational documents, each as amended to date, of Parent and each Parent Subsidiary. Such Memorandum of Association and Bye-laws or equivalent organizational documents are in full force and effect. Neither Parent nor any Parent Subsidiary is in violation of any of the provisions of its Memorandum of Association and Bye-laws or equivalent organizational documents and none of the activities, agreements, commitments or rights of Parent or any Parent Subsidiary is ultra xxxxx or unauthorized, except where such violations could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay Parent or Merger Sub from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect. For the avoidance of doubt, in respect of each of the Parent PRC Companies, its organizational documents include its latest business license, approval certificate, the articles of association and all amendments thereof, and all post-establishment registration certificates necessary to carry on its business under the Laws of the PRC which are valid and in full force.
Memorandum of Association and Bye. Laws of the Surviving Company. At the Effective Time, the memorandum of association and bye-laws of the Surviving Company shall be amended and, with respect to the bye-laws, restated in substantially the form of the memorandum of association and bye-laws of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Company shall remain as Argo Group International Holdings, Ltd., until thereafter changed or amended as provided therein or pursuant to applicable Law (in each case, subject to Section 6.07).
Memorandum of Association and Bye. Laws. Beta has heretofore made available to the Company a complete and correct copy of Tyco's Memorandum of Association and Bye-Laws, as amended to date (the "Tyco Charter Documents"). Such Tyco Charter Documents are in full force and effect. Neither Tyco, Beta nor Merger Sub is in violation of any of the provisions of its Memorandum of Association (or Articles of Incorporation) or bye-laws (or by-laws).
Memorandum of Association and Bye. Laws. The memorandum of association of the Amalgamated Company shall be the memorandum of association of Amalgamation Sub attached as Exhibit B hereto (the “Memorandum of Association”). The bye-laws of the Amalgamated Company shall be the bye-laws of Amalgamation Sub attached as Exhibit C hereto (the “Bye-Laws”).
