Amendment or Repeal definition

Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article XI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. * * * * * * * * March 3, 2000 ARTHXX XXXEXXXX Board of Directors Arthxx Xxxexxxx XXX Intelligroup, Inc. 101 Xxxxxxxxxx Xxxxxxx 000 Xxxxxxxx Xxxxxx Xxxxxxxx XX 00000-0000 Xxxsxx, Xxx Xxxxxx 00000 Tel 973 000 0000 Xear Ladies and Gentlemen: You have requested our opinion as to certain U.S. federal income tax consequences under the Internal Revenue Code of 1986, as amended ("the Code"), resulting from the proposed contribution (the "Contribution") of the "Internet Solutions Group Division" by Intelligroup, Inc. ("ITIG") to SeraNova, Inc. ("SeraNova") followed by the distribution by ITIG of SeraNova stock pro rata to the shareholders of ITIG (the "Distribution") under Sections 368(a)(1)(D) and 3551 pursuant to a plan described in the Contribution Agreement and the Distribution Agreement dated January 1, 2000 (the "Principal Agreements").2 All other terms used herein and not otherwise defined have the meanings ascribed to them in the Principal Agreements. In rendering our opinion, we have assumed that the Contribution and the Distribution will occur in accordance with the Principal Agreements, and that there are no other formal or informal arrangements between ITIG, any parties to the Distribution, any parties to the Principal Agreements, or any shareholders thereof. In addition, we have assumed the due authorization, execution and delivery by each party thereto of all documents, the genuineness of all signatures, the authority of all persons signing such documents on behalf of each party thereto, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to the original document of any document submitted to us as a certified, conformed, or photostat copy. Further, we have relied on and assumed to be accurate, as of the date hereof and as of the date of the Distribution, and without further inquiry (and without limitation as to knowledge and belief), the certifications and representations made by, and on behalf of, ITIG, SeraNova, and the stockholders, and all other parties contained in the representation letter addressed to us. We have not audited or otherwise attempted to verify the accuracy or completeness of any of the foregoing.
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Amendment or Repeal. Notwithstanding anything contained in these bylaws, this Article shall not be repealed or amended or modified to limit the indemnification rights provided hereunder except upon the affirmative approval of the holders of three-quarters of the stock of each class entitled to vote thereon. All rights to indemnification under this Article shall be deemed a contract between the corporation and the person entitled to indemnification under Section 7.01 pursuant to which the corporation and each such person intend to be legally bound. Any repeal, amendment or modification hereof shall be prospective only and shall not affect any rights or obligations then existing.
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Examples of Amendment or Repeal in a sentence

  • Section 801 - Amendment or Repeal by the Board of DirectorsThese Bylaws may be amended or repealed, in whole or in part, by a majority vote of the full Board of Directors at any regular or special meeting of the Board duly convened.

  • Amendment or Repeal by the Board of Directors ARTICLE IX - PENNSYLVANIA BUSINESS CORPORATION LAW AMENDMENT Section 901.

  • Subpart E—Issuance, Amendment, or Repeal of Rules1601.35 Petitions.1601.36 Action on petition.

  • Procedure for Adoption, Amendment, or Repeal of Rules of the Bond Commission [as defined by R.S. 49:951(6)] 1.

  • Petitions for Adoption, Amendment, or Repeal of Rules; Form and Procedure 6 §109.

  • Section 7.6. Nature of Indemnification Rights; Amendment or Repeal.

  • To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.Section 10.2 Amendment or Repeal.

  • ARTICLE VIII Amendment or Repeal of By-Laws These by-laws may be added to, amended or repealed at any regular or special meeting of the Board by a vote of a majority of the membership of the Board.

  • One (1) copy shall be mailed to any other person requesting same in writing.004.02 Promulgation, Amendment or Repeal of RulesAny interested person requesting the promulgation, amendment or repeal of any rule adopted by the Commission shall file an application or a petition therefore, in number as set forth in Rule 6-004.01.

  • Adoption, Amendment or Repeal of Board Rules Proposals of matters of policy or procedure for the consideration of the Board as Board Rules may be presented in the same manner as other matters for Board action at any meeting.

Related to Amendment or Repeal

  • Amendment to Allege Use or similar filing with respect thereto, by the United States Patent and Trademark Office, only to the extent, if any, that, and solely during the period if any, in which, the grant of a security interest therein may impair the validity or enforceability of such intent-to-use (or similar) Trademark application under applicable federal Law,

  • Amendment means a written agreement, signed by the Parties, which documents changes to the Contract other than those permitted by Work Orders.

  • Amended and Restated Bylaws means the Amended and Restated Bylaws of the Fund in effect at the time the Registration Statement relating to the Preferred Shares is declared effective by the Securities and Exchange Commission, specifying the powers, preferences and rights of the Preferred Shares.

  • Amended and Restated Credit Agreement has the meaning specified in the recitals to this Agreement.

  • international agreement means the Multilateral Convention for Mutual Administrative Assistance in Tax Matters, any bilateral or multilateral Tax Convention, or any Tax Information Exchange Agreement to which the Member State is a party, and that by its terms provides legal authority for the exchange of tax information between jurisdictions, including automatic exchange of such information.

  • the Ordinance means the Companies Ordinance (Cap. 32 of the Laws of Hong Kong), and includes every other Ordinance incorporated therewith or substituted therefor; and in the case of any such substitution the references in these Articles to the provisions of the Ordinance shall be read as references to the provisions substituted therefor in the new Ordinance;

  • Amendment No. 6 means the Sixth Amendment to Amended and Restated Credit Agreement, dated as of May 23, 2018, among Borrower, each of the Lenders party thereto and the Administrative Agent.

  • Amendment No. 7 means the Seventh Amendment to Amended and Restated Credit Agreement, dated as of March 28, 2019, among Borrower, each of the Lenders party thereto and the Administrative Agent.

  • Second Amended and Restated Credit Agreement shall have the meaning assigned to such term in the recitals of this Agreement.

  • Amendment No. 8 means that certain Amendment No. 8, dated as of the Amendment No. 8 Effective Date, by and among the Borrower, the Administrative Agent and the Lenders party thereto, and acknowledged and agreed by the Guarantors.

  • Final Agreement means the agreement signed and ratified by the Parties at the end of Stage 5 of the BCTC Process.

  • Verification on oath or affirmation means a declaration, made by an individual on oath or affirmation before a notarial officer, that a statement in a record is true.

  • Amendment No. 5 means Amendment No. 5 to this Agreement dated as of August 7, 2020, by and among the Borrower, Holdings, the other Loan Parties party thereto, the Extending Revolving Credit Lenders party thereto, and the Administrative Agent.

  • Amendment No. 3 means Amendment No. 3 to Credit Agreement dated as of October 23, 2017, by and among the Loan Parties, the Administrative Agent and the Lenders party thereto.

  • Other Credit Agreement means that certain Credit Agreement, dated as of the Closing Date, between Pledgor, as borrower, the financial institutions as lenders from time to time party thereto and Investec, as Administrative Agent for the lenders.

  • Amendment No. 1 means Amendment No. 1 to Credit Agreement dated as of October 25, 2016, by and among the Loan Parties, the Administrative Agent and the Lenders party thereto.

  • Ratification means the acceptance by a local union and by both an institution and the PSEA of the terms of a Collective Agreement that includes this Common Agreement. The local unions and institutions are those listed in 12 above.

  • Amendment and Restatement Agreement means the Amendment and Restatement Agreement, dated as of January 29, 2016, among the Borrowers, the Lenders party thereto and the Administrative Agent.

  • FIFA means the Fédération Internationale de Football Association.

  • Parties present and voting means Parties present and casting an affirmative or negative vote.

  • Amendment No. 2 means Amendment No. 2 to this Agreement dated as of November 15, 2019, by and among the Borrower, Holdings, the other Loan Parties party thereto, the Second Incremental Term Lenders, and the Administrative Agent.

  • application for international protection means a request made by a third country national or a stateless person for protection from a Member State, who can be understood to seek refugee status or subsidiary protection status, and who does not explicitly request another kind of protection, outside the scope of this Directive, that can be applied for separately;

  • General Corporation Law means the General Corporation Law of the State of Delaware, as amended from time to time.

  • Start of construction means the date the development permit was issued, provided the actual start of construction, repair, reconstruction, or improvement was within 180 days of the permit date. The actual start means the first placement of permanent construction of the structure such as the pouring of slabs or footings, installation of piles, construction of columns, or any work beyond the stage of excavation, and includes the placement of a manufactured home on a foundation. (Permanent construction does not include initial land preparation, such as clearing, grading and filling; nor does it include the installation of streets and/or walkways; nor does it include excavation for a basement, footings, piers or foundations or the erection of temporary forms; nor does it include the installation on the property of buildings appurtenant to the permitted structure, such as garages or sheds not occupied as dwelling units or part of the main structure. (NOTE: accessory structures are NOT exempt from any ordinance requirements) For a substantial improvement, the actual start of construction means the first alteration of any wall, ceiling, floor, or other structural part of a building, whether or not that alteration affects the external dimensions of the building.

  • Restatement means an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

  • DIP Credit Agreement means the Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of April 1, 2009, among the Companies, the Investor and the other lenders and agents from time to time party thereto, after giving effect to all amendments, waivers, supplements, modifications and any substitutions therefor.