Company Memorandum definition

Company Memorandum means the Amended and Restated Memorandum and Articles of Association of the Company as amended and restated and as in effect as of the date hereof.
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Company Memorandum means the Memorandum of Association of the Company as adopted on April 1, 2021.
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Company Memorandum has the meaning set forth in Section 2.1(a).
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Examples of Company Memorandum in a sentence

  • The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the Company Memorandum and Articles or equivalent organizational documents, each as amended to date, of each of the Company and the Company Subsidiaries.

  • Each Shareholder and the Company agree that the proxy granted by each Shareholder hereunder shall and does constitute a valid instrument of proxy for purposes of Article 26 of the Company Memorandum and the Company shall deposit this instrument at its Resisted Office so as to comply in all respects with the Company Memorandum for the purposes of all meetings (and adjournments and postponements thereof) contemplated hereby.

  • Notwithstanding the foregoing, no committee of the Board shall have the power to act for the Board where such action would require Majority Sponsor Approval or otherwise expressly require the vote or consent of a majority of the Board’s directors under applicable law, the Company Memorandum of Association or Company Articles of Association or this Agreement.

  • The Company Board has acted in good faith to take all necessary actions, to the extent consistent with the Company Memorandum and Articles and the fiduciary duties of the members of the Company Board under applicable Laws, so that any takeover, anti-takeover, moratorium, “fair price”, “control share” or other similar Laws enacted under any Laws applicable to the Company does not, and will not, apply to this Agreement or the Transactions, other than the Cayman Companies Law.

  • The Company shall not take any action to interfere with, delay or frustrate the exercise of the drag-along rights set forth in Article 6 of the Company Memorandum and Articles of Association.

  • The Company is not in violation of the Company Memorandum or Company Articles and none of the Company Subsidiaries is in violation of its organizational or governing documents.

  • The Company is not in violation in any material respect of any of the terms of the Company Certificate of Incorporation, Company Memorandum of Association or Company Bye-Laws.

  • The copies of the Company Memorandum and Articles, as amended and/or restated to the date of this Agreement and as previously made available by the Company to SPAC are true, correct and complete and are in effect as of the date of this Agreement, and the Company Memorandum and Articles are the sole and exclusive constitutional documents governing the Company.

  • The Company Memorandum and Articles of Association are in full force and effect and the Company is not in violation of its provisions in any material respect.

  • At the Initial Merger Effective Time, the Company Articles and Company Memorandum, as in effect immediately prior to the Initial Merger Effective Time, shall be amended and restated in the forms to be agreed to by PubCo and SPAC (the “Surviving Corporation Governing Documents”), respectively, and as so amended and restated shall be the memorandum and articles of the Surviving Corporation, until thereafter amended as provided therein and under the Cayman Companies Act.


More Definitions of Company Memorandum

Company Memorandum means the Memorandum of Association of the Company, as in effect as of the date hereof, including any amendments.
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Company Memorandum means the Amended and Restated Memorandum of Association dated April 23, 2021.
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Company Memorandum means the Memorandum of Association of Trustev Limited, as amended as of the Effective Date prior to the consummation of the transactions contemplated by the Purchase Agreement.
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Company Memorandum means the Amended and Restated Memorandum of Association of the Company dated April 23, 2021.
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Company Memorandum means the Memorandum of Association of the Company, as amended by a Memorandum of Increase of Share Capital dated June 10, 2014, a Certificate of Designations of the 8.00% Series B Cumulative Redeemable Perpetual Preferred Shares dated May 9, 2013, Amendment No. 1 to Certificate of Designations of the 8.00% Series B Cumulative Redeemable Perpetual Preferred Shares dated October 26, 2015, a Certificate of Designations of the 8.875% Series C Cumulative Redeemable Perpetual Preferred Shares dated September 30, 2013, Amendment No. 1 to Certificate of Designations of the 8.875% Series C Cumulative Redeemable Perpetual Preferred Shares dated October 26, 2015, Certificate of Designations of the 8.75% Series D Cumulative Redeemable Perpetual Preferred Shares dated April 24, 2015, Certificate of Designations of the 9.25% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares dated April 4, 2017, Certificate of Designations of the 9.50% Series F Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares dated June 27, 2018, and by the Certificate of Designations.
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Company Memorandum means the Fourth Amended and Restated Memorandum and Articles of Association of SM Cayman adopted on March 23, 2009, as amended on March 28, 2009.
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Related to Company Memorandum

  • the Memorandum means the Memorandum of Association of the Academy Trust;

  • Closing Memorandum means the form of closing memorandum to be prepared by Apple for the Closing under this Agreement in which are included the forms of certificates of officers, the opinions of counsel and certain other documents to be delivered at the Closing as provided in Article VII.

  • Explanatory Memorandum means this explanatory memorandum.

  • Offering Memorandum means the preliminary offering memorandum dated March 1, 2021, as supplemented by the related pricing term sheet dated March 1, 2021, relating to the offering and sale of the Notes.

  • Procedures Memorandum means administrative procedures and guidelines relating to the settlement of issues of Notes (other than Syndicated Issues) as shall be agreed upon from time to time by the Issuer, the Trustee, the Permanent Dealers (as defined in the Dealer Agreement) and the Issuing and Paying Agent and which, at the date of this Trust Deed, are set out in Schedule A to the Dealer Agreement;

  • Information Memorandum means the Confidential Information Memorandum dated March, 2011 relating to the Borrower and the Transactions.

  • Final Memorandum shall have the meaning set forth in the Purchase Agreement.

  • Process Memorandum means this document including all the appendices hereto, for the purposes of setting out the process for submission of a bid and selection of successful bid in accordance with the provisions of the IBC and shall include all supplements, modifications, amendments, alterations or clarifications there to issue in accordance with the terms hereof.

  • Memorandum means the memorandum of association of the Company.

  • Final Offering Memorandum shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:

  • Preliminary Offering Memorandum means the Preliminary Offering Memorandum, dated June 19, 2013, relating to the Offered Securities to be offered by the Purchasers.

  • Funds Flow Memorandum means the flow of funds memorandum in the agreed form prepared on behalf of the Company by Xxxxxx Xxxxxxxx containing details of the flow of funds at Closing.

  • Disclosure Documents is defined in Section 5.3.

  • Confidential Information Memorandum means the Confidential Information Memorandum of the Borrower dated March, 2004, delivered to the Lenders in connection with this Agreement.

  • Base Prospectus means the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • Private Placement Memorandum means offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).

  • Consent Solicitation Memorandum means the consent solicitation memorandum dated 20 October 2021 prepared by the Issuer in relation to the Consent Solicitation;

  • Disclosure Memorandum means the set of numbered schedules referencing Sections of this Agreement delivered by Seller and dated of even date herewith, as supplemented by new or amended schedules delivered by Seller prior to the Closing.

  • Interim Prospectus Supplement means the prospectus supplement relating to the Shares prepared and filed pursuant to Rule 424(b) from time to time as provided by Section 4(x) of this Agreement.

  • Pricing Disclosure Package means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Pricing Prospectus and the information included on Schedule 2-A hereto, all considered together.

  • Joint Proxy Statement/Prospectus has the meaning set forth in Section 6.1(a).

  • Proxy Statement/Prospectus has the meaning set forth in Section 6.03(a).

  • Disclosure Document means any registration statement (including the Form 10) filed with the SEC by or on behalf of any Party or any member of its Group, and also includes any information statement (including the Information Statement), prospectus, offering memorandum, offering circular, periodic report or similar disclosure document, whether or not filed with the SEC or any other Governmental Authority, in each case that describes the Separation or the Distribution or the SpinCo Group or primarily relates to the transactions contemplated hereby.

  • Subsequent Disclosure Documents means any financial statements, management’s discussion and analysis, information circulars, annual information forms, material change reports (other than confidential material change reports), business acquisition reports or other documents issued by the Corporation after the Execution Time which are, or are deemed to be, pursuant to applicable Securities Laws, incorporated by reference into the Final Prospectuses or any Prospectus Amendment;

  • IPO Prospectus means the final prospectus of Purchaser, dated as of February 19, 2020, and filed with the SEC on February 21, 2020 (File No. 333-235949).