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 Corporation shall promptly send to the holder notice of any and all adjustments hereunder as well as any adjustment to the Common Shares of the Corporation pursuant to the terms of the Corporation’s Memorandum of Continuance and Amended Bye-Laws.

  • See “Comparison of Corporate Law—Indemnification of directors and executive management and limitation of liability.” Amendment of Memorandum of Continuance and Bye-lawsBermuda law provides that the memorandum of association (or memorandum of continuance) of a company may be amended by a resolution passed at a general meeting of shareholders.

  • The Common Shares conform to the laws of Bermuda and to all requirements of the Memorandum of Continuance and the Bye-laws applicable to Common Shares.

  • 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.

  • 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 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.

  • The Change of Domicile and the adoption of the Memorandum of Continuance and Bye-laws of the Company became effective on 20 August 2015 (Bermuda time).

  • 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).

  • 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.

  • 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.

Related to Memorandum of Continuance

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

  • Management Agreement means the agreement to be entered into between the Borrower and the Manager providing for the ship management and crewing services of the Vessel, such agreement to be in the form and on the terms and conditions required by the 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 a subordination agreement executed by a Subordinated Creditor in favor of the Lender and acknowledged by the Borrower.

  • 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.

  • 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.

  • Operating Agreement means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in section 489.110, subsection 1. The term includes the agreement as amended or restated.

  • 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.