Authorization of the First Distribution Sample Clauses

Authorization of the First Distribution. Subject to (i) the satisfaction or waiver of the additional conditions to the Distributions set forth in Section 3.5 on or prior to the Stage 2 Board Meeting Date and (ii) the receipt by Synovus of a certificate executed by the Chief Executive Officer or the Chief Financial Officer of TSYS to the effect that all of the additional conditions to the Cash Dividend set forth in Section 2.5 (other than the additional condition set forth in Section 2.5(a)) have been satisfied or waived as of the Stage 2 Board Meeting Date (the “TSYS Stage 2 Officer’s Certificate”), CB&T will authorize and declare the First Distribution, payable to Synovus, as the sole shareholder of CB&T on the First Distribution Record Date, contingent upon and subject to written confirmation from the Chief Executive Officer or the Chief Financial Officer of TSYS that (x) on the same day the Board of Directors of TSYS (or a properly designated committee thereof) authorized and declared the Cash Dividend, and (y) the representations and warranties set forth in Section 2.3(b) are true and correct as of such date.
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Authorization of the First Distribution

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

  • Authorization of Services a. The Contractor and its subcontractors shall have in place, and follow, written authorization policies and procedures.

  • Authorization of the Shares The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

  • Authorization and Application of Overtime (a) An employee who is required to work overtime shall be entitled to overtime compensation when:

  • Authorization of the Common Stock The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.

  • Authorization of Agreement, Etc The Borrower has the right and power, and has taken all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Borrower and each other Loan Party has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby and thereby. The Loan Documents to which the Borrower or any other Loan Party is a party have been duly executed and delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable against such Person in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein may be limited by equitable principles generally.

  • Authorization of the Common Shares The Common Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement, will be validly issued, fully paid and nonassessable.

  • Primary Distribution Discount Notes shall be issued and settled through the Fed Book-Entry System in same-day funds and shall be held by designated Fed Participants. After initial issue, all Discount Notes shall continue to be held by such Fed Participants in the Fed Book-Entry System unless arrangements are made for the transfer thereof to other Fed Participants. Discount Notes shall not be exchangeable for definitive Discount Notes.

  • AUTHORIZATION AND CONSENT The Government has given its authorization and consent for all use and manufacture of any invention described in and covered by a patent of the United States in the performance of this Agreement or any part hereof or any amendment hereto or any subcontract hereunder (including any lower-tier subcontract) which is expected to exceed $100,000.

  • Establishment and Designation of Series The establishment and designation of any Series or class of Shares shall be effective upon the resolution by a majority of the then Board of Trustees, adopting a resolution which sets forth such establishment and designation and the relative rights and preferences of such Series or class. Each such resolution shall be incorporated herein by reference upon adoption. Each Series shall be separate and distinct from any other Series and shall maintain separate and distinct records on the books of the Trust, and the assets and liabilities belonging to any such Series shall be held and accounted for separately from the assets and liabilities of the Trust or any other Series. Shares of each Series or class established pursuant to this Section 6, unless otherwise provided in the resolution establishing such Series, shall have the following relative rights and preferences:

Time is Money Join Law Insider Premium to draft better contracts faster.