Memorandum and Articles definition
Examples of Memorandum and Articles in a sentence
The Executive shall devote all of his working time, attention and skills to the performance of his duties at the Company and shall faithfully and diligently serve the Company in accordance with this Agreement, the Memorandum and Articles of Association of the Company, as amended from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board.
On or prior to the Distribution Date, the Parties shall take all necessary action so that, as of the Distribution Date, SpinCo will have adopted the Memorandum and Articles, substantially in the form filed by SpinCo with the SEC as an exhibit to the relevant Distribution Disclosure Document.
The Shares, when issued and delivered in accordance with the terms of this Agreement and for the consideration set forth in this Agreement, will be validly issued, fully paid and non-assessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable federal and state securities laws and the Memorandum and Articles of Association of the Company.
Upon liquidation of the Company in the event an initial business combination is not consummated during the required period as identified in the Company’s Amended and Restated Memorandum and Articles of Association, the Right shall expire and be worthless.
You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the Company.