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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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

  • Certificate of Continuing Program Compliance means the Certificate to be filed by the Owner with the Administrator, on behalf of the Issuer, and the Trustee pursuant to Section 4(f) hereof, which shall be substantially in the form attached as Exhibit C hereto or in such other comparable form as may be provided by the Issuer to the Owner, or as otherwise approved by the Issuer.

  • 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 has the meaning set forth in Section 5.01(c)(iii).

  • 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 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;

  • 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.

  • Increase Confirmation means a confirmation substantially in the form set out in Schedule 12 (Form of Increase Confirmation).

  • 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 or intercreditor agreement(s) entered into with respect to any subordinate financing related to the Project, as the same may be amended, supplemented or restated.

  • Disbursement Agreement means the Master Disbursement Agreement, dated as of the Closing Date, by and among the Administrative Agent, the Bank Facilities Administrative Agent, the Disbursement Agent, the Borrowers and LCR, in substantially the form of Exhibit D-3 hereto, as the same may be amended, supplemented, amended and restated, or otherwise modified in accordance with the terms hereof and thereof.

  • 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 means the person having command of a ship;

  • 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 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.

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

  • Extension Agreement shall have the meaning provided in Section 2.15(c).

  • 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.