Amendment or Repeal definition

Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article XI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. * * * * * * * * March 3, 2000 ARTH▇▇ ▇▇▇E▇▇▇▇ Board of Directors Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ Intelligroup, Inc. 101 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇s▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Tel 973 ▇▇▇ ▇▇▇▇ ▇ear Ladies and Gentlemen: You have requested our opinion as to certain U.S. federal income tax consequences under the Internal Revenue Code of 1986, as amended ("the Code"), resulting from the proposed contribution (the "Contribution") of the "Internet Solutions Group Division" by Intelligroup, Inc. ("ITIG") to SeraNova, Inc. ("SeraNova") followed by the distribution by ITIG of SeraNova stock pro rata to the shareholders of ITIG (the "Distribution") under Sections 368(a)(1)(D) and 3551 pursuant to a plan described in the Contribution Agreement and the Distribution Agreement dated January 1, 2000 (the "Principal Agreements").2 All other terms used herein and not otherwise defined have the meanings ascribed to them in the Principal Agreements. In rendering our opinion, we have assumed that the Contribution and the Distribution will occur in accordance with the Principal Agreements, and that there are no other formal or informal arrangements between ITIG, any parties to the Distribution, any parties to the Principal Agreements, or any shareholders thereof. In addition, we have assumed the due authorization, execution and delivery by each party thereto of all documents, the genuineness of all signatures, the authority of all persons signing such documents on behalf of each party thereto, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to the original document of any document submitted to us as a certified, conformed, or photostat copy. Further, we have relied on and assumed to be accurate, as of the date hereof and as of the date of the Distribution, and without further inquiry (and without limitation as to knowledge and belief), the certifications and representations made by, and on behalf of, ITIG, SeraNova, and the stockholders, and all other parties contained in the representation letter addressed to us. We have not audited or otherwise attempted to verify the accuracy or completeness of any of the foregoing.
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Amendment or Repeal. Notwithstanding anything contained in these bylaws, this Article shall not be repealed or amended or modified to limit the indemnification rights provided hereunder except upon the affirmative approval of the holders of three-quarters of the stock of each class entitled to vote thereon. All rights to indemnification under this Article shall be deemed a contract between the corporation and the person entitled to indemnification under Section 7.01 pursuant to which the corporation and each such person intend to be legally bound. Any repeal, amendment or modification hereof shall be prospective only and shall not affect any rights or obligations then existing.
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Examples of Amendment or Repeal in a sentence

  • Indemnification and Advancement of Expenses 12 Section 6.01 Right to Indemnification 13 Section 6.02 Advancement of Expenses 13 Section 6.03 Claims 13 Section 6.04 Non-exclusivity of Rights 13 Section 6.05 Other Sources 13 Section 6.06 Amendment or Repeal 13 Section 6.07 Other Indemnification and Advancement of Expenses 13 Article VII.

  • An employee coming directly to this Board from a Board which has an sick leave plan shall have such credits transferred and they shall be used in case of illness, Amendment or Repeal The employee shall be given notification one month prior to any proposed the Board regarding amendments, repeal or re-enactment of any clause of this plan.

  • Amendment or Repeal.....................................................

  • No director or person acting pursuant to authority delegated by the Board of Directors shall be liable for any action or determination made in good faith.

Related to Amendment or Repeal

  • Amendment to Allege Use or similar filing with respect thereto, by the United States Patent and Trademark Office, only to the extent, if any, that, and solely during the period if any, in which, the grant of a security interest therein may impair the validity or enforceability of such intent-to-use (or similar) Trademark application under applicable federal Law,

  • Amendment means a written agreement, signed by the Parties, which documents changes to the Contract other than those permitted by Work Orders.

  • Amended and Restated Bylaws means the Bylaws of the Company, as currently in effect.

  • Amended and Restated Credit Agreement has the meaning specified in the recitals to this Agreement.

  • international agreement means the Multilateral Convention for Mutual Administrative Assistance in Tax Matters, any bilateral or multilateral Tax Convention, or any Tax Information Exchange Agreement to which the Member State is a party, and that by its terms provides legal authority for the exchange of tax information between jurisdictions, including automatic exchange of such information.