PREVALENCE OF AGREEMENT. In the event of any inconsistency between the provisions of this Agreement and the Memorandum and Articles of Association, the provisions of this Agreement shall as among the Shareholders prevail and the Shareholders shall procure the passing of special resolutions for the amendment of the Memorandum and Articles of Association to reflect the provisions of this Agreement. It is hereby agreed that failure to pass such special resolutions shall not be construed as an agreement or acquiesence on the part of the Parties that the inconsistencies in the Memorandum and Articles of Association shall prevail over the terms of this Agreement.
Appears in 2 contracts
Samples: Joint Venture & Shareholders’ Agreement (First American Scientific Corp \Nv\), Joint Venture & Shareholders’ Agreement (First American Scientific Corp \Nv\)
PREVALENCE OF AGREEMENT. In This Agreement shall prevail over the event Memorandum and Articles of Association for the time being of the Company to the extent of any inconsistency inconsistencies that may arise between the provisions of this Agreement and the Memorandum and Articles of Association. In the event of any inconsistency arising, the provisions of this Agreement Parties shall as among forthwith cause such necessary alterations to be made to the Shareholders prevail and the Shareholders shall procure the passing of special resolutions for the amendment of the Memorandum and Articles of Association as required to reflect the provisions of this Agreement. It is hereby agreed that failure to pass resolve such special resolutions shall not be construed as an agreement or acquiesence on the part of the Parties that the inconsistencies in the Memorandum and Articles of Association shall prevail over the terms of this Agreementinconsistency.
Appears in 2 contracts
Samples: Joint Venture & Shareholders' Agreement (Smartag International, Inc.), Shareholder Agreement (Telegen Corp /Co/)