Conflict with Memorandum and Articles Sample Clauses

Conflict with Memorandum and Articles. In the event of any ambiguity or discrepancy between the provisions of this Agreement and the Memorandum and Articles, it is the intention that the provisions of this Agreement shall prevail and accordingly the parties shall exercise all voting and other rights and powers available to them so as to give effect to the provisions of this Agreement and shall further, if necessary, procure any required amendment to the Memorandum and Articles.
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Conflict with Memorandum and Articles. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Company’s Memorandum and Articles or other constitutional documents, the terms of this Agreement shall prevail as between the shareholders of the Company only. The Parties shall, notwithstanding the conflict or inconsistency, act so as to effect the intent of this Agreement to the greatest extent possible under the circumstances and shall promptly amend the conflicting constitutional documents to conform to this Agreement to the greatest extent possible.
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Conflict with Memorandum and Articles. 20.1 In the event of any conflict between the provisions of this Agreement and the Memorandum and Articles or other constitutional document of the Company, the provisions of this Agreement shall prevail as between the Parties. The Parties shall exercise all voting and other rights and powers available to them so as to give effect to the provisions of this Agreement and shall further (if necessary) procure any required amendment to the Memorandum and Articles or other constitutional document of the Company or any member of the Company as may be necessary and without undue delay.
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Conflict with Memorandum and Articles. In the event of any ambiguity or discrepancy between the provisions of this Agreement and the Memorandum and Articles, the provisions of this Agreement shall prevail as between the Shareholders only for so long as this Agreement remains in force. Each of the Shareholders shall take all Necessary Actions as to give effect to the provisions of this Agreement and, if necessary, to procure (in each case so far as it is able to do so) any required amendment to the Memorandum and Articles in accordance with Clause 2.3(b).
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Conflict with Memorandum and Articles. 11.1 If there is any ambiguity, inconsistency or conflict between the provisions of the Memorandum and Articles (as amended in accordance with the terms hereof through the date when such ambiguity, conflict or inconsistency arises or is deemed to arise) and this Agreement, such ambiguity, inconsistency or conflict shall be resolved by giving precedence to the provisions of the Memorandum and Articles over this Agreement and the Parties promptly shall take all such actions and steps as are necessary to amend the Memorandum and Articles to eliminate such inconsistency or conflicting provision or term from the Memorandum and Articles and to replace it with a provision or term that is consistent with the provisions of this Agreement. In the meantime, while any such amendments to the Memorandum and Articles are pending, no Party hereto shall seek to enforce the provision of the Memorandum and Articles that is being amended so as to avoid inconsistency with the provisions hereof.
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Conflict with Memorandum and Articles. 24.1 Supremacy of this Agreement If the provisions of this Agreement conflict with the Memorandum and Articles or other constitutional documents the provisions of this Agreement shall prevail as between the Parties. The Parties shall:
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Conflict with Memorandum and Articles. SUPREMACY OF THIS AGREEMENT
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Conflict with Memorandum and Articles. If there is any conflict between the provision of this agreement and the memorandum and articles of association of the Company, the provisions of this agreement prevail. On receipt of a written request from any party, all parties must take all necessary steps to amend any inconsistency in the memorandum or articles of association of the Company.
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Related to Conflict with Memorandum and Articles

  • Memorandum and Articles The Memorandum and Articles, in the forms attached hereto as Exhibit B-1 and Exhibit B-2, respectively, shall have been duly adopted by all necessary action of the Board of Directors and/or the members of the Company and will be duly filed with the appropriate authority(ies) of the Cayman Islands, and such adoption shall have become effective on or prior to the Closing with no alteration or amendment as of the Closing, and reasonable evidence thereof shall have been delivered to the Investors. The Charter Documents of each of the other Group Companies shall be in the form and substance reasonably satisfactory to the Investors.

  • Memorandum and Articles of Association The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of its Amended and Restated Memorandum and Articles of Association.

  • Conflict With Other Agreement If there is a conflict between this Agreement and any other agreement relating to a Collateral Account, this Agreement will govern.

  • Conflict with Other Agreements (a) In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail;

  • Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity” Depositor

  • Conflict with Other Agreements; Amendments As of the date hereof, there are no other agreements entered into between the Securities Intermediary and the Pledgor with respect to any Designated Account or any security entitlements or other financial assets credited thereto (other than standard and customary documentation with respect to the establishment and maintenance of such Designated Accounts). The Securities Intermediary and the Pledgor will not enter into any other agreement with respect to any Designated Account unless the Collateral Agent shall have received prior written notice thereof. The Securities Intermediary and the Pledgor have not and will not enter into any other agreement with respect to (i) creation or perfection of any security interest in or (ii) control of security entitlements maintained in any of the Designated Accounts or purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders with respect to any Account Property held in or credited to any Designated Account as set forth in Section 3 hereof without the prior written consent of the Collateral Agent acting in its sole discretion. In the event of any conflict with respect to control over any Designated Account between this Control Agreement (or any portion hereof) and any other agreement now existing or hereafter entered into, the terms of this Control Agreement shall prevail. No amendment or modification of this Control Agreement or waiver of any rights hereunder shall be binding on any party hereto unless it is in writing and is signed by all the parties hereto.

  • Conflict with Other Agreements; Approvals The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a material right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, a "violation") pursuant to any provision of the Articles of Incorporation or Bylaws or any organizational document of CLCE or, result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to CLCE which violation would have a material adverse effect on CLCE taken as a whole. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity") is required by or with respect to CLCE in connection with the execution and delivery of this Agreement by CLCE or the consummation by CLCE of the transactions contemplated hereby.

  • Organization Documents, Resolutions, Etc Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance satisfactory to the Administrative Agent and its legal counsel:

  • Conflict with Agreements; Approvals The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of any provision of the Certificate of Incorporation or Bylaws of XXXXXXXX or of any loan or credit agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to XXXXXXXX or its properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to XXXXXXXX in connection with the execution and delivery of this Agreement by XXXXXXXX, or the consummation by XXXXXXXX of the transactions contemplated hereby.

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