Newco Articles definition

Newco Articles means the amended and restated Articles of Association of Newco, in substantially the form attached hereto as Exhibit G-1.
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Newco Articles means the articles of association of NewCo as contemplated under the U.K. Companies Act;
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Newco Articles means the articles of incorporation of Newco dated August 12, 2010.
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Examples of Newco Articles in a sentence

  • This Agreement will not constitute any Party as a legal representative or agent of any other Party, nor will a Party have the right or authority to assume, create or incur any liability or any obligation of any kind, expressed or implied, against or in the name or on behalf of any other Party, unless otherwise expressly permitted under the Alliance Agreement or the Newco Articles or pursuant to an agreement in writing between or among any of the Parties.

  • Without by implication limiting the foregoing, prior to the Closing, Newco shall file (i) the Amended and Restated Newco Articles with the Illinois Secretary of State and (ii) a statement with the Illinois Secretary of State pursuant to Section 6.10(b) of the IBCA with respect to the Series A Convertible Preferred Stock.

  • Prior to the Newspaper Merger Effective Time, the Newco Articles of Incorporation will be amended and the Newco Bylaws will be amended, each as agreed to by Scripps and Journal.

  • Answer: On October 1, 2004, the Defendant spend the entire day on the same job site.

  • The works like any other development are subject to the Planning Scheme and require an assessment and decision from Council.

  • The OCCP identified a nation-wide product market for the collective exercise of copyrights on music works.

  • We represent and warrant to you and to Newco, as at the date of this letter and on a continuing basis during the period in which we hold Restricted Shares, that each Permitted Pledge is entered into for bona fide business reasons and is not being entered into in order (whether in whole or in part, but without prejudice to the terms of the Newco Articles) to circumvent the Lock-up.10.

  • In addition to any shareholder notification thresholds under Belgian legislation (which notification is required at 5%, 10%, 15% and so on in five-percentage-point increments) and U.S. legislation (which notification is required at 5% and any material change thereafter), the Newco Articles will require holders of Newco shares to disclose the number of shares held if their shareholding exceeds or falls below 3% or 7.5% of the outstanding shares with voting rights.

  • Subject to and forthwith upon the Newco Reduction of Capital becoming Effective, pursuant to the Newco Articles, Sainsbury’s (and/or its nominee(s)) shall acquire all of the Newco Shares and, in consideration for the transfer of the Newco Shares, Sainsbury’s shall deliver the Sainsbury’s Offer Consideration to the Newco Shareholders (being the Home Retail Group Shareholders) in accordance with the Takeover Code.

  • The MRYP Newco Articles will provide that the affirmative vote of at least a majority of all of the votes entitled to be cast on the matter and at least two-thirds of the votes cast are required to approve a merger, consolidation, sale of substantially all of the assets, liquidation, or "Business Combination" as defined in the Georgia Business Corporation Code (the "GBCC").


More Definitions of Newco Articles

Newco Articles has the meaning set forth in Section 5.18.
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Newco Articles has the meaning ascribed to it in Section 2.3(a);
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Newco Articles means the articles of association of NewCo in the agreed form;
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Newco Articles. The articles of association of NewCo
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Related to Newco Articles

  • Model Articles means the model articles for private companies limited by guarantee contained in Schedule 2 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229) as amended prior to the date of adoption of these Articles;

  • these Articles means these articles of association as altered from time to time and the expression “this article” shall be construed accordingly;

  • the Articles means these Articles of Association of the Academy Trust;

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

  • Single-service articles means cups, containers, lids, closures, plates, knives, forks, spoons, stirrers, paddles, straws, napkins, wrapping materials, toothpicks, and similar articles intended for one-time, one-person use and then discarded.

  • Amended Articles means the amended articles of JMB, reflecting the alterations to the Original Articles as provided for in the Plan, substantially in the form attached as Schedule “A” to the Plan;

  • Articles means these articles of association of the Company.

  • Restated Articles means the Amended and Restated Memorandum and Articles of Association of the Company.

  • Memorandum and Articles means the Memorandum and Articles of Association of the Company in effect from time to time.

  • Table of Contents is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-10”).

  • Articles of Arrangement means the articles of arrangement of the Company in respect of the Arrangement required by the OBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.

  • Articles of Agreement means the Articles of Agreement of the Bank.

  • Standard Provisions mean these Standard Provisions that form a part of the Certificate of Designations relating to the Designated Preferred Stock.

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

  • Articles of Amendment means the Articles of Amendment relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

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

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

  • Parent Bylaws means the Bylaws of Parent.

  • Annexes “Exhibits”, or “Schedules” shall be to Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement unless otherwise specifically provided. Any term defined herein may be used in the singular or plural. “Include”, “includes” and “including” shall be deemed to be followed by “without limitation”. Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States and in immediately available funds. References to any statute or act shall include all related current regulations and all amendments and any successor statutes, acts and regulations. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. References to any statute or act, without additional reference, shall be deemed to refer to federal statutes and acts of the United States. References to any agreement, instrument or document shall include all schedules, exhibits, annexes and other attachments thereto. As used in this Agreement, the meaning of the term “material” or the phrase “in all material respects” is intended to refer to an act, omission, violation or condition which reflects or could reasonably be expected to result in a Material Adverse Effect. References to capitalized terms that are not defined herein, but are defined in the UCC, shall have the meanings given them in the UCC. All references herein to times of day shall be references to daylight or standard time, as applicable.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Public Art means art that shall be accessible to the public, and includes all forms of original creations of visual art, conceived in any medium, material, or combination thereof, including paintings, drawings, stained glass, and murals in any media; statues, bas relief, mobile, kinetic, electronic, neon, or other sculptures; environmental artworks; fountains, arches or other structures intended for ornament; integrated and functional architectural elements of a structure; video and other media-based works; inscriptions, fiber works, carvings, mosaics, photographs, drawings, collages, textile works and prints; crafts, both decorative and utilitarian in clay, fiber, wood, metal, glass, stone, plastic and other materials; artist-designed public spaces and functional elements which are either a part of a larger project or a separate entity in and of itself.

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

  • Certificate of Arrangement means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement.

  • laws relating to native title means laws applicable from time to time in Western Australia in respect of native title and includes the NTA;

  • Articles of Organization means the original documents filed to organize a limited liability company, as amended or restated by certificates of correction, amendment, or merger, by restated articles, or by other instruments filed or issued under any statute.

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