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 has the meaning set forth in Section 5.18.
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Newco Articles means the articles of association of NewCo in the agreed form;
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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.

  • 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.

  • 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.

  • From and after the First Effective Time, until duly changed pursuant hereto or in accordance with the Newco Articles, the Newco By-Laws or Applicable Laws, the directors of Meritor shall be the directors of Newco, and the officers of Meritor shall be the officers of Newco.

  • All outstanding Newco Shares have been duly authorized, validly issued, fully paid and are non-assessable and are not subject to preemptive rights and are held by SPAC free and clear of all Liens, other than transfer restrictions under applicable securities Laws and the Newco Articles and Bylaws.

  • Schedule 1 Signature Page for Additional Parties Schedule 2 Newco Articles of Association This SHAREHOLDERS AGREEMENT is made as of the 29th day of September 2006 among KASLION Holding B.V., a limited liability company organized under the laws of The Netherlands (“Investor”), Koninklijke Philips Electronics N.V., a limited liability company organized under the laws of The Netherlands (“Philips”).

  • Term of office The Newco Articles will provide that the term of office of the directors will be the same as the term of office of the current directors of AB InBev, to the fullest possible extent, unless any Restricted Shareholder is required to resign in accordance with the terms above.

  • Subject to the terms and conditions of this Agreement, at the Effective Time, the Newco By-Laws shall be the by-laws of the Combined Company until thereafter amended in accordance with the terms thereof, the Newco Articles and Applicable Laws.

  • On 1 June 2017 a zero balance service agreement was signed between AB DNB Bankas, AB Utenos Trikotažas and AB Šatrija.

  • The Acquisition is to be effected by way of a scheme of arrangement of Home Retail Group plc under Part 26 of the Companies Act, the Newco Reduction of Capital and by means of a mandatory transfer pursuant to the Newco Articles.


More Definitions of Newco Articles

Newco Articles means the articles of association of NewCo as contemplated under the U.K. Companies Act;
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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 incorporation of Newco dated August 12, 2010.
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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 a single document that incorporates the articles together with all amendments made to it;

  • Memorandum and Articles means the amended and restated memorandum and articles of association of the Company currently in effect, as may be amended or restated from time to time.

  • Table of Contents is deleted in its entirety and replaced with the attached “Table of Contents” (identified by “SA-12”).

  • Articles of Arrangement means the articles of arrangement of the Company in respect of the Arrangement required by the CBCA 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 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.

  • 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;

  • Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

  • 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.

  • Covered article means any hardware, software, or service that–