Articles and By Sample Clauses
Articles and By laws means the articles of incorporation and the by-laws of the Issuer adopted pursuant to resolutions of its shareholders as filed with the Secretary of State of Oregon, as amended, restated, or otherwise in effect from time to time; Authority means any governmental or regulatory commission, board, body, authority or agency, or any stock exchange, self-regulatory organisation or other non-governmental regulatory authority, or any court, tribunal or arbitrator, in each case whether national, central, federal, provincial, state, regional, municipal, local, domestic or foreign;
Articles and By laws The Company agrees to cause the amendment of -------------------- its Articles of Incorporation and By-laws as promptly as practicable after the date hereof (but in any event within 10 days) to, among other things, delete Sections 7 and 9 of the Articles of Association and Article XVIII of the By- laws, to add customary indemnification provisions for officers and directors and to otherwise provide for the transactions contemplated hereby.
Articles and By. LAWS. Parent has delivered or made available to the Company true and complete copies of the Articles and by-laws of Parent and Subco, including all amendments thereto, as in effect on the date hereof.
Articles and By. LAWS OF AMALCO Upon the Amalgamation:
(a) the name of Amalco shall be "▇▇▇-▇▇▇▇▇▇▇ Technologies Inc.;
(b) the registered office of Amalco shall be in the City of Toronto in the Province of Ontario;
(c) the number of directors of Amalco shall be such number not less than 3 and not more than 11 as the Board of Directors may from time to time determine;
(d) the directors of Amalco may appoint one or more directors who shall hold office for a term expiring not later than the close of the next annual meeting of Amalco, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of Amalco; and
(e) the number of the first directors shall be 3 and the first directors of Amalco shall be the persons set out below, who shall hold office until the first annual meeting of Amalco or until their successors are elected or appointed. NAME ADDRESS RESIDENT CANADIAN Dr. Avi ▇▇▇-▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇.▇.▇. 10019 ▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ A. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Dr. ▇▇▇▇▇ ▇.▇. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇ Woodbridge, Ontario L4L 3B3
(f) there shall be no restrictions on the business which Amalco is authorized to carry on or on the powers Amalco may exercise;
(g) the authorized capital of Amalco shall consist of an unlimited number of subordinate voting shares, an unlimited number of Class A special shares, an unlimited number of Class B special shares, an unlimited number of Class C special shares and an unlimited number of Preference Shares, issuable in series;
(h) the rights, privileges, restrictions and conditions attaching to each class of shares and directors' authority with respect to any class of shares which may be issued in series are as set out in Exhibit 1 hereto;
(i) without limiting the powers of the Board of Directors as set out in the Act, the Board of Directors may from time to time on behalf of Amalco:
(i) borrow money upon the credit of Amalco;
(ii) issue, reissue, sell or pledge debt obligations of Amalco;
(iii) to the extent permitted by the Act, give, directly or indirectly, financial assistance to any person by means of a loan, a guarantee to secure the performance of an obligation or otherwise; and
(iv) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of Amalco owned or subsequently acquired, to sec...