Actions By MPI Sample Clauses
The "Actions By MPI" clause defines the specific actions or decisions that the entity referred to as MPI is authorized or required to take under the agreement. This may include responsibilities such as approving certain transactions, providing notices, or executing documents on behalf of the parties. For example, MPI might be tasked with reviewing and consenting to amendments or overseeing compliance with particular terms. The core function of this clause is to clearly allocate authority and responsibility to MPI, ensuring that all parties understand which actions MPI is empowered to perform and thereby reducing ambiguity or disputes regarding decision-making processes.
Actions By MPI. (a) MPI shall duly execute and deliver to ORIX a counterpart copy of the form of Registration Rights Agreement attached to this Conversion Agreement as Exhibit "B" and incorporated herein by reference ("Registration Agreement").
(b) MPI's Chief Executive Officer shall duly execute and deliver to ORIX the form of Certificate of Chief Executive Officer attached to this Conversion Agreement as Exhibit "E" and incorporated herein by reference ("Certificate of CEO"), certifying the following matters:
(i) Any approvals of MPI's shareholders and directors that may be required under any applicable law, in connection with the transactions contemplated by this Conversion Agreement, have been duly obtained and are in full force and effect as of the Conversion Date.
(ii) All of the representations and warranties of MPI set forth in this Conversion Agreement,. the Ancillary Agreements (as defined below) or in any other document delivered to ORIX in connection herewith, are true, accurate, complete, and not misleading in any material respect as of the Conversion Date.
(iii) MPI has performed all of the duties and obligations required to be performed by MPI on or prior to the Conversion Date, pursuant to the provisions of this Conversion Agreement, the Ancillary Agreements (as defined below) or in any other document delivered to ORIX in connection herewith.
(c) MPI shall cause its legal counsel to duly execute and deliver to ORIX the of legal opinion letter attached to his Conversion Agreement as Exhibit "F" and incorporated herein by reference ("Legal Opinion").
(d) MPI shall deliver to ORIX copies of certificates of good standing for MPI issued by the California Secretary and State and the California Franchise Tax Board, dated not more than five (5) days prior to the Conversion Date.
(e) MPI shall deliver to ORIX the stock certificate representing Four Hundred Seventy Three Thousand Five Hundred Eighty Four (473,584) shares of Series A Preferred Stock issued by MPI to ORIX.
(f) MPI shall deliver to ORIX and its legal counsel copies of the following documents:
(i) A copy of the Certificate of Amendment and Bylaws of MPI (as amended through the Conversion Date), certified by the Secretary of MPI as true and correct copies thereof as of the Conversion Date.
(ii) A copy of the resolutions of the Board of Directors and shareholders of MPI evidencing the amendment to MPI's Amended and Restated Articles of Incorporation providing for the authorization of the Series A Preferre...