Holdco Memorandum and Articles of Association definition

Holdco Memorandum and Articles of Association shall have the meaning given to that term in Clause 6.2(a)(ii)(C);
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Holdco Memorandum and Articles of Association means the Amended and Restated Memorandum and Articles of Association of Holdco substantially in the form attached as Exhibit C hereto.
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Examples of Holdco Memorandum and Articles of Association in a sentence

  • The Eaton Articles of Incorporation, the Eaton Regulations the Holdco Memorandum and Articles of Association and the Other Eaton Merger Party Organisational Documents are in full force and effect, Holdco is not in violation of the Holdco Memorandum and Articles of Association and the other Eaton Merger Parties are not in violation of the Other Eaton Merger Party Organisational Documents.

  • The Bidder and Holdco shall cause the Holdco Memorandum and Articles of Association to be amended and restated in their entirety in such form as the Parties, acting reasonably, mutually agree (including passing appropriate resolutions for this purpose).

  • Prior to the First Merger Effective Time, the Parties will take, or cause to be taken, all actions necessary in order for the Memorandum and Articles of Association of Holdco to be the Amended Holdco Memorandum and Articles of Association.

  • In connection with the transactions contemplated by Article 2, any Holdco Common Shares held by any subsidiary of Holdco as of the Effective Time will, immediately following the Effective Time, be redeemed or acquired by Holdco, pursuant to the Holdco Memorandum and Articles of Association for a nominal amount.

  • The Holdco Memorandum and Articles of Association and the Other Bidder Merger Party Organisational Documents are in full force and effect, Holdco is not in violation of the Holdco Memorandum and Articles of Association and the other Bidder Merger Parties are not in violation of the Other Bidder Merger Party Organisational Documents.

  • Capitalized terms used in this Section 15 but not defined herein or in the Original Agreement shall have the meanings set forth in the Holdco Memorandum and Articles of Association.

  • El Sitio, Hicks and Newhaven shall take, and shall cause Holdco to take, alx xxxuisite action to cause the memorandum of association of Holdco to be in the form set forth as Exhibit E-1 and the articles of association of Holdco to be in the form set forth as Exhibit E-2 (collectively, the "Holdco Memorandum and Articles of Association") at the Effective Time.

  • El Sitio, Hicks, and Newhaven shall take all requisite action to cause the xxxxxtors and officers of Holdco as of the Effective Time to be as provided in Section 6.3. Each such director and officer shall remain in office until his or her successors are elected in accordance with the Holdco Memorandum and Articles of Association.

  • El Sitio, Xxxxx, and Newhaven shall take all requisite action to cause the directors and officers of Holdco as of the Effective Time to be as provided in Section 6.3. Each such director and officer shall remain in office until his or her successors are elected in accordance with the Holdco Memorandum and Articles of Association.

  • Eaton and Holdco shall cause the Holdco Memorandum and Articles of Association to be amended and restated in their entirety in such form as the Parties, acting reasonably, mutually agree (including passing appropriate resolutions for this purpose).

Related to Holdco 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 Memorandum and Articles of Association of the Company in effect 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;

  • 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.

  • 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 Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company as amended and restated and as in effect as of the date hereof.

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

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

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

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

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

  • Constituent Documents means, with respect to any Person, (a) the articles of incorporation, certificate of incorporation, constitution or certificate of formation (or the equivalent organizational documents) of such Person, (b) the by-laws or operating agreement (or the equivalent governing documents) of such Person and (c) any document setting forth the manner of election or duties of the directors or managing members of such Person (if any) and the designation, amount or relative rights, limitations and preferences of any class or series of such Person’s Stock.

  • 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.

  • 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.

  • 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).

  • Governing Documents means, with respect to any Person, such Person’s charter, articles or certificate of incorporation, limited partnership, formation or organization, bylaws, limited partnership agreement, limited liability company agreement or other documents or instruments which establish the rules, procedures and rights with respect to such Person’ governance, in each case as amended, restated, supplemented and/or modified and in effect as of the relevant date.

  • Parent Bylaws means the Bylaws of Parent.

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

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

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

  • Organizational Documents means, with respect to any Person (other than an individual), (a) the certificate or articles of incorporation or organization and any joint venture, limited liability company, operating or partnership agreement and other similar documents adopted or filed in connection with the creation, formation or organization of such Person and (b) all by-laws, voting agreements and similar documents, instruments or agreements relating to the organization or governance of such Person, in each case, as amended or supplemented.

  • Constitutive Documents means the Trust Deed or such other documents as defined in the Regulations.

  • 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;