Common use of Amendment of Articles Clause in Contracts

Amendment of Articles. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall procure that a special resolution be put before the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Shareholders at the EGM proposing that the Articles of Association of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ be amended so that any ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Shares allotted following the EGM will either be subject to the terms of the Scheme or acquired by Holdco for the same consideration per ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Share as shall be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Shareholders under the Scheme (depending upon the timing of such allotment); provided, however that nothing in such amendment to the Articles of Association shall prohibit the sale (whether on a stock exchange or otherwise) of any ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Shares issued on the exercise of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Options or vesting or settlement of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Share Awards, as applicable, following the EGM but prior to the sanction of the Scheme by the High Court, it being always acknowledged that each and every ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Share will be bound by the terms of the Scheme.

Appears in 2 contracts

Sources: Transaction Agreement (Actavis, Inc.), Transaction Agreement (Warner Chilcott PLC)

Amendment of Articles. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall procure that a special resolution be put before the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Shareholders at the EGM proposing that the Articles of Association of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ be amended so that any ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Shares allotted following the EGM will either be subject to the terms of the Scheme or acquired by Holdco for the same consideration per ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Share as shall be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Shareholders under the Scheme (depending upon the timing of such allotment); provided, however that nothing in such amendment to the Articles of Association shall prohibit the sale (whether on a stock exchange or otherwise) of any ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Shares issued on the exercise of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Options or vesting or settlement of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Share Awards, as applicable, following the EGM but prior to the sanction of the Scheme by the High Court, it being always acknowledged that each and every ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Share will be bound by the terms of the Scheme.

Appears in 2 contracts

Sources: Transaction Agreement (Eaton Corp), Transaction Agreement (Cooper Industries PLC)