SPAC Memorandum and Articles of Association definition

SPAC Memorandum and Articles of Association means SPAC’s Amended and Restated Memorandum and Articles of Association adopted by special resolution on September 14, 2021.
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SPAC Memorandum and Articles of Association means the SPAC’s Second Amended and Restated Memorandum and Articles of Association adopted by special resolution on January 8, 2021.
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SPAC Memorandum and Articles of Association means the Amended and Restated Memorandum and Articles of Association of SPAC, as amended, restated, modified or supplemented from time to time.
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Examples of SPAC Memorandum and Articles of Association in a sentence

  • Sponsor hereby waives, and agrees not to exercise, assert or claim, to the fullest extent permitted by applicable Law, the ability to adjust the Initial Conversion Ratio (as defined in the SPAC Memorandum and Articles of Association) pursuant to and in compliance with Article 18.3 of the SPAC Memorandum and Articles of Association in connection with the Transactions.

  • Sponsor hereby waives, and agrees not to exercise, assert or claim, to the fullest extent permitted by applicable Law, the ability to adjust the Initial Conversion Ratio (as defined in the SPAC Memorandum and Articles of Association) pursuant to and in compliance with Article 17.3 of the SPAC A&R Memorandum and Articles of Association in connection with the Transactions.

  • Reference is made to the final prospectus of SPAC, filed with the SEC (File No. 001-40810) on September 14, 2021 (the “SPAC Prospectus”) and the SPAC Memorandum and Articles of Association.

  • Except as set forth in the SPAC Memorandum and Articles of Association, there is no Contract binding upon SPAC or to which SPAC is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of it, any acquisition of property by it or the conduct of business by it (including, in each case, following the Closing).

  • Early evidence by scholars such as Vanderplank (1988, 1990), Danan (1992) and d’Ydewalle and Van de Poel (1999) has shown 1 Corresponding author · Email: j.diaz-cintas@ucl.ac.uk that subtitled videos, by combining sounds, images, social-cultural information and text, can “facilitate formal and incidental language learning” (Danan, 2015: 41).The use of audiovisual materials can be considered an important component in computer-assisted language learning (Brett and González-Lloret, 2009).

  • Except for the SPAC Shares and SPAC Warrants set forth on Section 4.6(a) of the SPAC Disclosure Schedules (subject to any SPAC Shareholder Redemption Rights), any SPAC Class A Shares which may be issued upon the conversion of SPAC Class B Shares in accordance with the SPAC Memorandum and Articles of Association, immediately prior to Closing, there shall be no other outstanding Equity Securities of SPAC.

  • At the Effective Time, the SPAC Memorandum and Articles of Association shall be amended and restated in the form attached hereto as Exhibit G and thereafter shall be the memorandum of association of the Surviving Company until subsequently amended in accordance with applicable Legal Requirements.

  • Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the SPAC Memorandum and Articles of Association and the Trust Agreement.

  • To the maximum extent permitted by applicable Law, during such six (6)-year period, the Company shall advance, or caused to be advanced, expenses in connection with such indemnification as provided in the SPAC Memorandum and Articles of Association or other indemnification agreements as in effect immediately prior to the Effective Time as set forth on Schedule 5.13 of SPAC Disclosure Schedule.

  • To the maximum extent permitted by applicable Law, during TABLE OF CONTENTS​​ such six (6)-year period, the Company shall advance, or caused to be advanced, expenses in connection with such indemnification as provided in the SPAC Memorandum and Articles of Association or other indemnification agreements as in effect immediately prior to the Effective Time as set forth on Schedule 5.13 of SPAC Disclosure Schedule.


More Definitions of SPAC Memorandum and Articles of Association

SPAC Memorandum and Articles of Association means the Second Amended and Restated Memorandum and Articles of Association of the SPAC, dated February 9, 2023.
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Related to SPAC Memorandum and Articles of Association

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

  • 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.

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

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

  • Articles of Incorporation means the Articles of Incorporation of the Company, as amended from time to time.

  • 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.

  • Company Bylaws means the bylaws of the Company, as amended.

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

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

  • Company Certificate of Incorporation means the certificate of incorporation of the Company.

  • Instrument of Incorporation means the instrument of incorporation of the ICAV;

  • Company Charter means the certificate of incorporation of the Company, as amended.

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

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

  • Incorporation means applying manure using injection, disking into the soil, tilling the soil after application, or using other practices that result in at least 50 percent of the manure being placed below the ground surface within 24 hours of application and prior to rainfall.

  • Constituent Documents means with respect to any Person, as applicable, such Person’s certificate of incorporation, articles of incorporation, by-laws, certificate of formation, articles of organization, limited liability company agreement, management agreement, operating agreement, shareholder agreement, partnership agreement or similar document or agreement governing such Person’s existence, organization or management or concerning disposition of ownership interests of such Person or voting rights among such Person’s owners.

  • Constating Documents means, with respect to any Person, its articles and/or certificate of incorporation, amendment, amalgamation or continuance, memorandum of association, charter, by-laws, declaration of trust and other constating documents (in the case of a trust), partnership agreement, limited liability company agreement or other similar document, and all unanimous shareholder agreements, other shareholder agreements, voting trust agreements and similar arrangements applicable to the Person’s Equity Interests, all as in effect from time to time.

  • Governing Documents means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.

  • Certificate of Incorporation means the certificate of incorporation of the Company, as may be amended and/or restated from time to time.

  • Parent Bylaws means the Bylaws of Parent.

  • Charter Documents means, with respect to any entity, the certificate of incorporation, the articles of incorporation, by-laws, articles of organization, limited liability company agreement, partnership agreement, formation agreement, joint venture agreement or other similar organizational documents of such entity (in each case, as amended).

  • Charter means the Corporation’s certificate or articles of incorporation, articles of association, or similar organizational document.

  • Company Governing Documents means the Company Bylaws and the Company Certificate.

  • CFA Charter means the charter earned through the Chartered Financial Analyst program prepared and administered by the CFA Institute and so named on the day this Instrument comes into force, and every program that preceded that program, or succeeded that program, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned program;

  • Bylaws means the bylaws of the Corporation, as they may be amended from time to time.

  • 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;