Memorandum of Continuance definition

Memorandum of Continuance means the Memorandum of Continuance of the Company as may be amended from time to time;
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Memorandum of Continuance means the Memorandum of Continuance to be filed under the Bermuda Act in the form attached as Appendix C to the Information Circular.
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Examples of Memorandum of Continuance in a sentence

  • The MOA shall determine any appropriate course of action within 2 working days of receiving this information.

  • On or prior to the Distribution Date, SpinCo shall have taken all necessary actions to provide for the adoption of the form of SpinCo Memorandum of Continuance and Bye-Laws in substantially the form attached hereto as Exhibit B, as such exhibit may be amended, supplemented or otherwise modified by SpinCo with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed).

  • Memorandum of Continuance The description of our Memorandum of Continuance and Bye-Laws is incorporated by reference to our registration statement on Form 20-F, as amended, which was filed with the SEC on May 28, 2019, or the 20-F Registration Statement.

  • Neither Parent nor any of its Subsidiaries is in violation of (i) its Memorandum of Continuance, Memorandum of Association or Bye-laws, (ii) any applicable law, ordinance or administrative or governmental rule or regulation or (iii) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent or any of its Subsidiaries, except for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent.

  • The Company has heretofore made available to the Purchasers complete and correct copies of the Memorandum of Continuance of the Company (the "Company Charter") and the Bye-laws of the Company (the "Company Bye-Laws") and the comparable organizational documents of each of its Subsidiaries, each as amended to date and currently in full force and effect.

  • No alteration or amendment to the Memorandum of Continuance may be made save in accordance with the Act and until same has been approved by a resolution of the Board and by a special resolution of the members.

  • Upon continuance of the Company in Bermuda, the Company will adopt the New Memorandum of Continuance which, upon filing with and registration by the Bermuda Registrar, will in effect be the Company’s new memorandum of association.

  • The New Memorandum of Continuance also sets out the objects of the Company from the date of continuance are unrestricted and that the Company has the capacity, rights, powers and privileges of a natural person.

  • This fee is non-refundable should the application be withdrawn or refused.There is no filing fee payable on registration of the Memorandum of Continuance.

  • In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum of Continuance, Bye-Laws, the Companies Act and the applicable laws and regulations of Bermuda.

Related to Memorandum of Continuance

  • Memorandum of Agreement means the agreement executed by and between FFA and the Institution in which these Conditions have been incorporated by reference;

  • Second Restatement Date means October 20, 2011.

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

  • Memorandum of Lease means a memorandum of this Lease, in recordable form, setting forth the following provisions of this Lease: (a) all information any Law requires;

  • Management Fee Subordination Agreement means that certain Amended and Restated Management Fee Subordination Agreement, dated as of the Closing Date, by and between the Sponsor and Agent and acknowledged by the Borrower.

  • Management Agreement means the agreement of the Directors in the form attached hereto as Schedule C. The Management Agreement shall be deemed incorporated into, and a part of, this Agreement.

  • Consortium Agreement means this consortium agreement as well as the pre-amble and all annexes hereto;

  • Management Plan means a plan to manage the activities and protect the special value or values in an Antarctic Specially Protected Area or an Antarctic Specially Managed Area.

  • 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.

  • Certificate of Amalgamation means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;

  • 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.

  • Subordination Agreement means any subordination agreement in form and substance satisfactory to Administrative Agent entered into from time to time with respect to Subordinated Debt.

  • Disbursement Agreement that certain Master Disbursement Agreement, dated as of , 2002, among the Borrower, the Administrative Agent and the other parties signatory thereto, as the same may hereafter be amended or modified in accordance with its terms and the terms of the Credit Agreement.

  • Assignment of Management Agreement means the Assignment of Management Agreement and Subordination of Management Fees, dated the same date as this Loan Agreement, among Borrower, Lender and Property Manager, including all schedules, riders, allonges and addenda, as such Assignment of Management Agreement may be amended from time to time, and any future Assignment of Management Agreement and Subordination of Management Fees executed in accordance with Section 6.09(d).

  • Master , in relation to a vessel, means any person having or taking command, charge, management or conduct of the vessel for the time being;

  • Cooperation Agreement means that certain Mortgage Loan Cooperation Agreement, dated as of the Closing Date, among Borrower, Lender and Sponsor, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

  • Security Management Plan means the Supplier's security management plan prepared pursuant to paragraph 3 of schedule 2 an outline of which is set out in paragraph 2.7 of the Order Form as updated from time to time;

  • Memorandum means the memorandum of association of the Company.

  • Farm-Out Agreement means a Farm-In Agreement, viewed from the standpoint of the party that transfers an ownership interest to another.

  • Hotel Management Agreement means any hotel management agreement relating to the management and operation of the Real Property together with all supplements, amendments and modifications thereto.

  • Operating Agreement means this Operating Agreement as originally executed and as amended from time to time.

  • Second Restatement Effective Date has the meaning specified in the Second Amendment Agreement.

  • 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.

  • Subordination Agreements means, collectively, any subordination agreements entered into by any Person from time to time in favor of Agent in connection with any Subordinated Debt, the terms of which are acceptable to the Agent, in each case as the same may be amended, restated or otherwise modified from time to time, and “Subordination Agreement” shall mean any one of them.

  • Business Continuity Plan means any plan prepared pursuant to clause H5.6, as may be amended from time to time.

  • Construction Management Agreement means the Construction Management Agreement, dated as of the date of the Common Agreement, between Construction Manager and the Project Company.