Holdco Memorandum and Articles of Association definition

Holdco Memorandum and Articles of Association shall have the meaning given to that term in Clause 6.2(a)(ii)(C);
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Holdco Memorandum and Articles of Association means the Amended and Restated Memorandum and Articles of Association of Holdco substantially in the form attached as Exhibit C hereto.
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Examples of Holdco Memorandum and Articles of Association in a sentence

  • The Eaton Articles of Incorporation, the Eaton Regulations the Holdco Memorandum and Articles of Association and the Other Eaton Merger Party Organisational Documents are in full force and effect, Holdco is not in violation of the Holdco Memorandum and Articles of Association and the other Eaton Merger Parties are not in violation of the Other Eaton Merger Party Organisational Documents.

  • In connection with the transactions contemplated by Article 2, any Holdco Common Shares held by any subsidiary of Holdco as of the Effective Time will, immediately following the Effective Time, be redeemed or acquired by Holdco, pursuant to the Holdco Memorandum and Articles of Association for a nominal amount.

  • Capitalized terms used in this Section 15 but not defined herein or in the Original Agreement shall have the meanings set forth in the Holdco Memorandum and Articles of Association.

  • The Holdco Memorandum and Articles of Association and the Other Bidder Merger Party Organisational Documents are in full force and effect, Holdco is not in violation of the Holdco Memorandum and Articles of Association and the other Bidder Merger Parties are not in violation of the Other Bidder Merger Party Organisational Documents.

  • El Sitio, Hicks and Newhaven shall take, and shall cause Holdco to take, alx xxxuisite action to cause the memorandum of association of Holdco to be in the form set forth as Exhibit E-1 and the articles of association of Holdco to be in the form set forth as Exhibit E-2 (collectively, the "Holdco Memorandum and Articles of Association") at the Effective Time.

  • El Sitio, Hicks, and Newhaven shall take all requisite action to cause the xxxxxtors and officers of Holdco as of the Effective Time to be as provided in Section 6.3. Each such director and officer shall remain in office until his or her successors are elected in accordance with the Holdco Memorandum and Articles of Association.

  • The Union shall provide a copy of said administrative procedure and appeal process to every agency fee payor covered by this Memorandum of Understanding as provided in Section C.2.c., and annually thereafter and as a condition to any percentage change in the agency fee or, upon request by any agency fee payor in this bargaining unit.

  • El Sitio, Xxxxx, and Newhaven shall take all requisite action to cause the directors and officers of Holdco as of the Effective Time to be as provided in Section 6.3. Each such director and officer shall remain in office until his or her successors are elected in accordance with the Holdco Memorandum and Articles of Association.

  • Prior to the First Merger Effective Time, the Parties will take, or cause to be taken, all actions necessary in order for the Memorandum and Articles of Association of Holdco to be the Amended Holdco Memorandum and Articles of Association.

  • Substantially concurrently with the Domestication Merger Effective Time and the Merger Effective Time, Irish Holdco shall adopt the Amended Irish Holdco Memorandum and Articles of Association to, among other things, (a) establish the rights attaching to the Irish Holdco Ordinary Shares to be issued pursuant to the Domestication Merger and the Merger and (b) establish a board of directors in accordance with Section 2.10.

Related to Holdco Memorandum and Articles of Association

  • Memorandum and Articles of Association means the Memorandum and Articles of Association of the Company, as amended and restated from time to time.

  • Memorandum and Articles means the amended and restated memorandum and articles of association of the Company currently in effect, as may be amended or restated from time to time.

  • Articles of Association means the articles of association of the Company, as amended from time to time.

  • Memorandum of Association means the memorandum of association of the Company, as amended or substituted from time to time;

  • Company Bylaws means the bylaws of the Company, as amended.

  • Company Charter Documents means the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement.

  • Articles of Incorporation means the Articles of Incorporation of the Company, as amended from time to time.

  • Amended and Restated Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company, as in effect as of the Effective Date.

  • Company Certificate of Incorporation means the certificate of incorporation of the Company.

  • Company Charter means the certificate of incorporation of the Company, as amended.

  • Instrument of Incorporation means the instrument of incorporation of the ICAV;

  • Restated Certificate of Incorporation means the Restated Certificate of Incorporation of the Company, as amended.

  • Parent Charter means the Certificate of Incorporation of Parent, as from time to time amended.

  • Company Articles means the Articles of Incorporation of the Company, as amended.

  • Constituent Documents means with respect to any Person, as applicable, such Person’s certificate of incorporation, articles of incorporation, by-laws, certificate of formation, articles of organization, limited liability company agreement, management agreement, operating agreement, shareholder agreement, partnership agreement or similar document or agreement governing such Person’s existence, organization or management or concerning disposition of ownership interests of such Person or voting rights among such Person’s owners.

  • Incorporation means applying manure using injection, disking into the soil, tilling the soil after application, or using other practices that result in at least 50 percent of the manure being placed below the ground surface within 24 hours of application and prior to rainfall.

  • Constating Documents means, with respect to any Person, its articles and/or certificate of incorporation, amendment, amalgamation or continuance, memorandum of association, charter, by-laws, declaration of trust and other constating documents (in the case of a trust), partnership agreement, limited liability company agreement or other similar document, and all unanimous shareholder agreements, other shareholder agreements, voting trust agreements and similar arrangements applicable to the Person’s Equity Interests, all as in effect from time to time.

  • Charter Documents means, with respect to any entity, the certificate of incorporation, the articles of incorporation, by-laws, articles of organization, limited liability company agreement, partnership agreement, formation agreement, joint venture agreement or other similar organizational documents of such entity (in each case, as amended).

  • Governing Documents means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.

  • Parent Bylaws means the Bylaws of Parent.

  • Company Governing Documents means the Company Bylaws and the Company Certificate.

  • Certificate of Incorporation means the certificate of incorporation of the Company, as may be amended and/or restated from time to time.

  • Charter means the Corporation’s certificate or articles of incorporation, articles of association, or similar organizational document.

  • Organizational Documents means (a) with respect to a corporation, the charter, articles or certificate of incorporation, as applicable, and bylaws thereof, (b) with respect to a limited liability company, the certificate of formation or organization, as applicable, and the operating or limited liability company agreement thereof, (c) with respect to a partnership, the certificate of formation and the partnership agreement, and (d) with respect to any other Person the organizational, constituent and/or governing documents and/or instruments of such Person.

  • Constitutive Documents means the Trust Deed or such other documents as defined in the Regulations.

  • CFA Charter means the charter earned through the Chartered Financial Analyst program prepared and administered by the CFA Institute and so named on the day this Instrument comes into force, and every program that preceded that program, or succeeded that program, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned program;