Memorandum and Articles of Association and Bylaws Clause Samples

The 'Memorandum and Articles of Association and Bylaws' clause defines the foundational documents that govern a company's structure, operations, and internal management. This clause typically specifies that the company is established and operates according to its memorandum and articles of association, as well as any bylaws adopted by its board or shareholders. For example, it may clarify the procedures for amending these documents or outline the hierarchy between them in case of conflict. Its core practical function is to ensure that all parties understand which documents control the company's governance, thereby promoting legal certainty and organizational consistency.
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Memorandum and Articles of Association and Bylaws. 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 Memorandum and Articles of Association or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Memorandum and Articles of Association without the prior written consent of EBC.
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Related to Memorandum and Articles of Association and Bylaws

  • 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.

  • Articles of Incorporation and Bylaws The articles of incorporation and bylaws of the entity holding the charter shall provide for governance of the operation of the School as a nonprofit corporation and public charter school and shall at all times be consistent with all applicable law and this Certificate. The School shall notify the Authorizer of any modification to the Articles or Bylaws within five (5) business days of approval by the Charter Board.

  • Certificate of Incorporation and Bylaws 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 Certificate of Incorporation or Bylaws. Prior to the consummation of a Business Combination, the Company will not amend its Certificate of Incorporation without the prior written consent of EBC.

  • Articles of Incorporation and Bylaws of the Surviving Corporation At the Effective Time, (i) the Articles of Incorporation of Company as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation, and (ii) the Bylaws of Company as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

  • Memorandum and Articles The Memorandum and Articles, in the forms attached hereto as Exhibit A, shall have been duly adopted by all necessary action of the Board of Directors and the members of the Company, and such adoption shall have become effective on or prior to the Closing with no alternation or amendment as of the Closing.