Authorization of Forward Sale Agreement Sample Clauses

Authorization of Forward Sale Agreement. The Forward Sale Agreement between the Company and the Forward Purchaser has been duly authorized, executed and delivered by the Forward Purchaser and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Forward Purchaser, enforceable against the Forward Purchaser in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights or remedies generally or by general equitable principles, and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity), and with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law.
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Authorization of Forward Sale Agreement. The Forward Sale Agreement, dated as of February 6, 2017, by and between the Company and ORIX HLHZ Holding LLC (the “Forward Sale Agreement”) has been duly authorized, executed and delivered and is a valid and binding agreement of the Company. The issuance and sale of the Securities to be purchased by the Underwriters from the Company pursuant to this Agreement (the “Primary Shares”) and the repurchase by the Company of the shares of Class B common stock, par value $0.001 per share, of the Company (together with the Class A Common Stock, the “Common Stock”) pursuant to the Forward Sale Agreement (the “Repurchase Transaction”) have been approved by the Audit Committee of the Company’s board of directors, which has been duly authorized to so act and each member of which is disinterested with respect to the Forward Sale Agreement and the transactions contemplated thereby. After giving effect to the transactions contemplated by the Forward Sale Agreement, the Company will have adequate surplus and the Repurchase Transaction will be in compliance with Section 160 of the Delaware General Corporation Law.
Sample 1

Related to Authorization of Forward Sale Agreement

  • Authorization of Sale of the Shares Subject to the terms and conditions of this Agreement, the Company has authorized the sale of up to 7,700,000 shares (the "Shares") of common stock, par value $0.001 per share (the "Common Stock"), of the Company.

  • Authorization Purchase and Sale Terms of the Sponsor Warrants A. Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.

  • Authorization and Sale of Shares The Company has authorized the sale of up to two million five hundred seventy thousand (2,570,000) Shares. The Company reserves the right to increase or decrease this number.

  • Authorization of the Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Authorization of Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • AMENDMENT OF AGREEMENT; MERGER The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:

  • Authorization and Sale of the Shares Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Shares.

  • Amendment of Partnership Agreement Meetings Sections 14.1(a), 14.1(c) and 14.1(d) are hereby amended by inserting the words "and 4.10(f)(ii)" after each reference to "4.5(f)(ii)" therein.

  • AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE Section 13.1 Amendments to be Adopted Solely by the General Partner. Each Partner agrees that the General Partner, without the approval of any Partner, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

  • Authorization Purchase and Sale Terms of the Private Placement Warrants A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

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