Company Memorandum definition
Examples of Company Memorandum in a sentence
Each Shareholder and the Company agree that the proxy granted by each Shareholder hereunder shall and does constitute a valid instrument of proxy for purposes of Article 26 of the Company Memorandum and the Company shall deposit this instrument at its Resisted Office so as to comply in all respects with the Company Memorandum for the purposes of all meetings (and adjournments and postponements thereof) contemplated hereby.
The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of the Company Memorandum and Articles or equivalent organizational documents, each as amended to date, of each of the Company and the Company Subsidiaries.
Notwithstanding the foregoing, no committee of the Board shall have the power to act for the Board where such action would require Majority Sponsor Approval or otherwise expressly require the vote or consent of a majority of the Board’s directors under applicable law, the Company Memorandum of Association or Company Articles of Association or this Agreement.
The Company is not in violation of any of the provisions of the Company Memorandum.
The Participants agree that the "A" Shares and the "B" Non-Voting Shares shall be separate classes of shares and, save only as provided in Clauses 17.2 and 17.3, shall rank PARI PASSU in all respects and shall carry the respective rights to dividends and be subject to the restrictions on the transfer and distribution of assets provided in the Company Memorandum of Association and as set forth in this Agreement.
The Company shall not take any action to interfere with, delay or frustrate the exercise of the drag-along rights set forth in Article 6 of the Company Memorandum and Articles of Association.
The Company is not in violation of the Company Memorandum or Company Articles and none of the Company Subsidiaries is in violation of its organizational or governing documents.
The Company and Parent shall each use reasonable best efforts to ensure that no Takeover Statute (or any comparable anti-takeover provisions of the Company Memorandum and Articles of Association) is or becomes applicable to this Agreement, the Merger or the other transactions contemplated hereby.
Signed on behalf of Component 325: Signed on behalf of the Company: Memorandum Re: Provisions Applicable to Members of the Canadian Union of Brewery and General Workers – 325 Component of N.U.P.G.E.
At the Initial Merger Effective Time, the Company Articles and Company Memorandum, as in effect immediately prior to the Initial Merger Effective Time, shall be amended and restated in the forms to be agreed to by PubCo and SPAC (the “Surviving Corporation Governing Documents”), respectively, and as so amended and restated shall be the memorandum and articles of the Surviving Corporation, until thereafter amended as provided therein and under the Cayman Companies Act.