BEEN RESOLVED Clause Samples

The "BEEN RESOLVED" clause serves to formally record that a particular issue, decision, or action item has been addressed and settled by the relevant parties or governing body. In practice, this clause is often used in meeting minutes, board resolutions, or official records to indicate that a motion has been discussed and a final decision has been reached, such as approving a budget or authorizing a contract. Its core function is to provide a clear and official acknowledgment of resolution, ensuring there is an unambiguous record of decisions made and actions authorized.
BEEN RESOLVED. The officers of the Company are instructed to take all actions necessary to execute, deliver, and perform the steps required of the Company in connection with registration of shares pursuant to the Debenture Agreement, Warrant Agreement and Subscription Agreement of even date. All shares have been fully paid and should be issued without restrictive legend, or if the shares have been not registered for sale under the Securities Act of 1933, as amended, then the certificates shall be marked with proper legend.
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BEEN RESOLVED. That each member of the Board jointly and individual hereby agree not to issue a stop transfer order on any of the shares defined herein, if the to Dutchess Private Equities Fund, II, LP. ("Dutchess")
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BEEN RESOLVED. That the board shall issue up to two hundred and forty-six thousand seven hundred and fifty dollars ($246,750) worth of shares of Common Stock pursuant to the Warrant Agreement between the Company and Dutchess; and, up to the amount of shares registered for resale in the SB-2 filed for Dutchess' underlying Debentures. This resolution is signed by the Board, to be effective as of February 10, 2006 Date: February 10, 2006
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BEEN RESOLVED. The officers do hereby consent to the appointment of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of Dutchess Capital Management, LLC to issue shares pursuant to the shares due to the Holder as outlined in the Irrevocable Transfer Agent Agreement solely for the benefit of Dutchess.
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BEEN RESOLVED. That the board has given the requisite authority for the Company to enter into the Subscription Agreement, Warrant Agreement, Security Agreement, Debenture Agreement, Debenture Registration Rights Agreement, Stock Transfer Agent Agreement, Investment Agreement and Equity Line Registration Rights Agreement (collectively, the "Transaction Documents") with Dutchess Private Equities Fund, LP ("Dutchess") dated February 10, 2006 That in the event counsel for the Company is unable to write an opinion regarding the issuance of Shares for any of the Transactions Documents, where required, that the Transfer Agent shall accept the opinion of the Holder's counsel, ▇▇▇ ▇▇▇▇▇▇▇, Esq.
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BEEN RESOLVED. That the board shall issue up to 1,304,348 shares of Common Stock pursuant to the Warrant Agreement between the Company and Dutchess; and, up to the amount of shares registered for resale in the SB-2 filed for Dutchess' underlying Debentures.
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Related to BEEN RESOLVED

  • Written Resolutions If a Written Resolution has been proposed under the terms of these Conditions to modify any provision of, or action in respect of, these Conditions and the terms and conditions of other affected series of debt securities, as the case may be, the Aggregation Agent will, as soon as reasonably practicable after the relevant Written Resolution has been signed or confirmed in writing, calculate whether holders of a sufficient portion of the aggregate principal amount of the outstanding Bonds and, where relevant, each other affected series of debt securities, have signed or confirmed in writing in favour of the Written Resolution such that the Written Resolution is passed. If so, the Aggregation Agent will determine that the Written Resolution has been duly passed.

  • NOW, THEREFORE, BE IT RESOLVED That the officers of this corporation listed below, and each of them, are hereby authorized and directed to execute, acknowledge and deliver in the name of and on behalf of this corporation said Equipment Lease Agreement, Equipment Financing Agreement or other agreement, said commitments and any such further agreement.

  • Written Reprimands a. A written reprimand shall be issued within ten duty days of the initial formal conference. This time limit may be extended on cases where additional witnesses and/or sources of information are/were unavailable for further investigation or upon written notice to the employee of an anticipated completion date. b. An employee may, within 20 duty days after receipt of a written reprimand, file a response which shall be appended to the reprimand. c. A written reprimand shall not serve as prima facie evidence of the facts alleged therein in any later situation involving dismissal. d. A written reprimand shall be deemed no longer relevant for disciplinary purposes after a specified period of time, in accordance with Article XI, Section F. The reprimand shall indicate such in writing.

  • Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit If there shall be a failure to make payment of the principal of or premium, if any, or interest on any Underlying Security, then the Trustee, in its own name, and as trustee of an express trust, as holder of such Underlying Security, shall be, to the extent permitted by and in accordance with the terms of the Underlying Security, subject to the limitations on acceleration and the exercise of remedies set forth therein, and further subject to the provisions of Sections 7.01(c) and 7.06(f) herein, entitled and empowered to institute Proceedings at law, in equity or otherwise, including the power to make a demand on the trustee in respect of such Underlying Security, if provided for, to take action to enforce the Underlying Security for the collection of the sums so due and unpaid on such Underlying Security and may prosecute any such Proceeding to judgment or final decree with respect to the whole amount of any such sums so due and unpaid.

  • RESOLVED That the legal opinion delivered pursuant to the partnership agreement of the partnership as described in the proxy statement under "The Mergers -- Legal Opinion for Limited Partners," in form and substance as set forth in Exhibit A to these merger proposals, be and hereby is approved as in form and substance satisfactory to the limited partners of such partnership in their reasonable judgment. EXHIBIT A TO APPENDIX D OPINION OF [OPINION SHOULD BE SUBSTANTIALLY TO THE FOLLOWING EFFECT] Pioneer Natural Resources USA, Inc., As Sole or Managing General Partner of 25 Publicly-Held Limited Partnerships Named in the Proxy Statement dated , 1999 1400 Williams Square West 5205 North O'Connor Blvd. Irving, Texas 75039 We are of the opinion that neither the grant nor the exercise of the right to amend each of the partnership agreements allowing each partnership to merge with and into Pioneer Natural Resources USA, Inc. will result in the loss of limited liability of any limited partner or result in any of the partnerships being treated as an association taxable as a corporation for federal income tax purposes. APPENDIX E FORM OF AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated , 1999, to be effective as of the Closing Date (as defined below) (the "MERGER AGREEMENT"), is entered into by and among Pioneer Natural Resources Company, a Delaware corporation ("PIONEER"), Pioneer Natural Resources USA, Inc., a Delaware corporation and wholly-owned subsidiary of Pioneer ("PIONEER USA"), and each of the limited partnerships referred to below (the "PARTNERSHIPS").