has the meaning given in Article [8.5] | |
has the meaning given in Article [8.2] | |
has the meaning given in Article [8.3] | |
"A Share" | has the meaning give in Article [12.1] |
"Act" | means the Companies Act 2006 |
means the job description for the role of B Director set out in Appendix [2] to these Articles, as amended from time to time in accordance with Article [8.14] | |
means the letter set out in Appendix [3] to these Articles, as amended from time to time in accordance with Article [8.14] | |
means the agreed order of priorities adopted in accordance with Article [4.1], as amended from time to time in accordance with Article [4.2] | |
means the agreement relating to the Project between the Company and the Authority dated on or around the date of the resolution adopting these Articles | |
has the meaning given in Article [11.1] | |
means (a) in respect of any body corporate: (i) any other body corporate which is a subsidiary undertaking or a parent undertaking of such body corporate or a subsidiary undertaking of any parent undertaking of such body corporate; (ii) any other body corporate of which that body corporate is a director; (iii) any body corporate in the same group as such body corporate; and (iv) any employee or director of that body corporate or of any body corporate in the same group; (b) in respect of a partnership that is a legal person under the law by which it is governed: (i) any body corporate of which that partnership is a director; (ii) any employee of or partner in that partnership; and (iii) any person who is an associate of a partner in that partnership; (c) in respect of a partnership which is not a legal person under the law by which it is governed, any person who is an associate of any of the partners; (and such that, in relation to a limited liability partnership, references in this definition to "director" shall be deemed to be references to "member") | |
means [ ] | |
"Articles" | means the Company's articles of association in force from time to time |
means the Director appointed pursuant to Article [8.6] or (as the case may be) Article [8.10] | |
means the following requirements: (a) the relevant candidate for such role is not: (i) engaged in providing significant consultancy services to the Nominator; and/or (ii) employed by or a director of, or engaged in providing any significant consultancy services to, the Authority or any shareholder of Hold Co; but on the understanding that he may (for the avoidance of doubt) be an employee and/or a director of the Nominator; (b) the Nominator, acting reasonably and having regard to the representations of the A Shareholders, is satisfied that the relevant candidate substantially meets the criteria set out in the Agreed B Director Job Description; (c) the relevant candidate has consented to such appointment; and (d) the relevant candidate is not disqualified from acting as a director | |
means a letter of appointment issued by the Company to the B Director, in terms consistent with the wording in the Agreed B Director's Letter of Appointment | |
"B Share" | has the meaning given in Article [12.1] |
"Board" | means the board of directors of the Company |
"Chairman" | has the meaning given in Article [ ] |
means any situation or matter (other than one which cannot reasonably be regarded as likely to give rise to a conflict of interest) in which any Director has or could have a direct or indirect interest that conflicts, or possibly might conflict, with the interests of the Company including (without limitation) any such situation or matter which relates to the exploitation of any property, information or opportunity (irrespective of whether the Company could take advantage of the property, information or opportunity) | |
means a report from a firm of consultants commissioned pursuant to Article [3.16] | |
has the meaning given in Article [7.7] | |
"Director" | means a director of the Company from time to time |
"Document" | includes, unless otherwise specified, any document sent or supplied in Electronic Form |
has the meaning given in section 1168 of the Act | |
"End Date" | means the latest of (i) the expiry of the Project Term (ii) the date upon which the Company has satisfied in full all of its liabilities in respect of the Loan Stock and any other loans made by Hold Co to the Company and (iii) the Secured Finance Liabilities Discharge Date and (iv) the date upon which the Company has no outstanding obligations or liabilities to, or outstanding liabilities or obligations due to it by, any third party which could (in any such case) have any direct or indirect financial effect on any shareholder of Hold Co or any Associate of any such shareholder |
means the [facility agreement], dated on or around the date of the resolution adopting these Articles, among the Company, Hold Co and [ ] in its own right and as [Agent and Security Trustee for the Lenders (as defined therein)] | |
has the meaning given in the Agreement | |
means, at any given time, the agreements in force at that time relating to the provision of funding to the Company in connection with the Project; | |
"Hold Co" | means [ ] or (in substitution) any successor entity as the Holder of the A Shares |
means A shares as a class in Hold Co | |
means B shares as a class in Hold Co | |
"Holder" | in relation to Shares means the person whose name is entered in the register of members as the holder of the Shares |
means loan stock issued by the Company | |
means a holder of Loan Stock from time to time | |
has the meaning given in the Agreement | |
means Scottish Futures Trust Limited, a company incorporated in Scotland (with registered number SC348382) and having its registered office at 1st Floor, 11-15 Thistle Street, Edinburgh EH2 1DT, or such other person as may be nominated by the Scottish Ministers from time to time | |
"Observer" | has the meaning given in Article [6.16] |
"Project" | means [ ] |
has the meaning given in the Agreement | |
has the meaning given in the Agreement | |
has the meaning given in the Agreement | |
has the meaning given in the Agreement | |
means a notice given by the B Director pursuant to Article [3.3] | |
has the meaning given in the [Facility Agreement] and each is a "Relevant Document"1 | |
means the matters specified in Appendix [1] to these Articles | |
means the date upon which the [Security Trustee (as defined in the Facility Agreement)] determines in Writing that the [Indebtedness] of the Company and Hold Co to the [Secured Creditors (as defined in the Facility Agreement)] under the [Finance Documents (as defined in the Facility Agreement)] has been fully and irrevocably paid or discharged and no such further [Indebtedness] is capable of becoming outstanding under such Finance Documents] | |
has the meaning given in the Agreement | |
"Shares" | means shares in the Company |
means any pledge or other competent security granted over A Shares from time to time pursuant to a Funding Agreement | |
has the meaning given in Article [15.1] | |
has the meaning given in the Agreement | |
"Surplus" | has the meaning given in the Agreement; and "Surpluses" shall be interpreted accordingly |
means a payment of Surplus by the Company pursuant to clause [36] of the Agreement | |
means a payment of Surplus by the Company pursuant to clause [36] of the Agreement | |
means (a) each Relevant Document in its form as at the date of execution of the Agreement or as amended in accordance with the requirements of clause [ ] of the Agreement and/or clause [ ] of the [Facility Agreement] and, where applicable, the provisions of these Articles or (where the context so permits) (b) each new document entered into in substitution for a Relevant Document which has terminated (or in substitution for a new document falling within this paragraph (b) which has terminated) where such new document is entered into in accordance with the requirements of clause [ ] of the Agreement and/or clause [ ] of the [Facility Agreement] and, where applicable, the provisions of these Articles | |
means: (a) breach of a legal duty (applying under the general law) incumbent on any Director; or (b) breach of any law binding upon the Company, its Shareholders, Loan Stock Holders or Directors; or (c) breach of any rules of any regulatory regime to which the Company, its Shareholders, Loan Stock Holders or Directors are subject; or (d) breach of any Transaction Document; or (e) failure to comply with the Agreed Order of Priorities; | |
has the meaning given in Article [5.1] | |
"Writing" | means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in Electronic Form or otherwise. |
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1 To include all project documents (including subcontracts etc) and funding documents to which the Company is party