EX-3.1
from 10-Q
24 pages
Articles of Association: Chapter 1. Article 1.definitions. 1.1 in These Articles of Association, the Following Terms Are Defined as Follows: Auditor Means a Chartered Accountant or Other Accountant as Referred to in Section 2:393 of the Dutch Civil Code (Burgerlijk Wetboek), or an Organisation Within Which Such Accountants Practice. Board Means the Board of Directors of the Company. Business Combination Means a Legal Merger (Juridische Fusie), Asset Sale and Transfer or Other Similar Type of Transaction, or a Transaction Resulting in a Financial Benefit to the Interested Shareholder Other Than a Benefit Derived From His Shareholding. Company Means the Company, the Internal Organisation of Which Is Governed by These Articles of Association. Depositary Receipts Means Depositary Receipts for Shares in the Company. Unless the Contrary Is Evident, These Include Depositary Receipts Issued Without the Cooperation of the Company. Distributable Equity Means the Part of the Company's Equity Which Exceeds the Aggregate of the Issued and Paid Up Part of the Share Capital and the Reserves Which Must Be Maintained Pursuant to the Law. Executive Director Means a Member of the Board Referred to in Article 16 Hereof. General Meeting Means the Body of the Company Consisting of the Shareholders or a Meeting of Shareholders (Or Their Representatives) and Other Persons Entitled to Attend Such Meetings. Group Company Means a Legal Entity or Company Affiliated With the Company in a Group Within the Meaning of Section 2:24b of the Dutch Civil Code
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EX-3.1
from S-1
12 pages
Articles of Association: Article 1. Definitions. 1.1 in These Articles of Association the Following Words Shall Have the Following Meanings: A. a “Share”: A Share in the Capital of the Company; B. a “Shareholder”: A Holder of One or More Shares; C. the “Shareholders’ Body”: The Body of the Company Consisting of Shareholders Entitled to Vote Together With Pledgees and Usufructuaries to Whom Voting Rights Attributable to Shares Accrue; D. a “Subsidiary”: A Subsidiary of the Company as Referred to in Section 2:24a of the Dutch Civil Code. E. a “General Meeting of Shareholders”: A Meeting of Shareholders and Other Persons Entitled to Attend Meetings of Shareholders; F. the “Management Board”: The Management Board of the Company; G. “In Writing”: By Letter, by Telecopier, by E-Mail, or by Message Which Is Transmitted via Any Other Current Means of Communication and Which Can Be Received in the Written Form, Provided That the Identity of the Sender Can Be Sufficiently Established; H. the “Distributable Equity”: The Part of the Company’s Equity Which Exceeds the Aggregate of the Issued Capital and the Reserves Which Must Be Maintained Pursuant to the Law; I. a “Company Body”: The Management Board or the Shareholders’ Body. 1.2 References to Articles Shall Be Deemed to Refer to Articles of These Articles of Association, Unless the Contrary Is Apparent. Article 2. Name and Official Seat. 2.1 the Company’s Name Is: Sensata Technologies Holding B.V. 2.2 the Official Seat of the Company Is Almelo, the Netherlands
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