BEEN RESOLVED Sample Clauses

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. The officers do hereby consent to the appointment of Xxxxxxx Xxxxxxxx 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 FURTHER, IT HAS BEEN RESOLVED: 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, Xxx Xxxxxxx, Esq.
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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 ________________________________ Xxxxx Xxxxx Chief Excectutive Officer _______________________________ Xxxxxx Xxxx Director ________________________________
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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. This resolution is signed by the Board, to be effective as of August 17, 2005 Date: August 17, 2005 /s/ Dr. Xxxxxx Xxxxx ----------------------------------- BY: Dr. Xxxxxx Xxxxx, CEO & Chairman SCHEDULE 3(a) SUBSIDIARIES None. 37 SCHEDULE 3(c) CAPITALIZATION SCHEDULE 3(e) CONFLICTS SCHEDULE 3(g) MATERIAL CHANGES None SCHEDULE 3(h) LITIGATION NONE, EXCEPT AS DISCLOSED IN THE COMPANY'S SEC FILINGS. SCHEDULE 3(l) INTELLECTUAL PROPERTY None 42 SCHEDULE 3(n) LIENS SCHEDULE 3(t) CERTAIN TRANSACTIONS
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Related to BEEN RESOLVED

  • Written Resolutions If a Written Resolution has been proposed under the 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 Notes 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.

  • 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").

  • Written Reprimand A written reprimand may be issued to an employee when appropriate in keeping with provisions of this Article. Such written reprimand shall be dated and signed by the supervisor/designee before it is provided to the employee. If the employee chooses not to sign to acknowledge receipt of the reprimand, it shall be witnessed to document that the employee received the same. Such reprimands shall be filed in the affected employee’s personnel file.

  • Written Request When Distributed - A Participant entitled to distribution who wishes to receive a distribution must submit a written request to the Plan Administrator. Such request shall be made upon a form provided by the Plan Administrator. Upon a valid request, the Plan Administrator shall direct the Trustee (or Custodian, if applicable) to commence distribution no later than the time specified in the Adoption Agreement for this purpose and, if not specified in the Adoption Agreement, then no later than 90 days following the later of:

  • Written Report The auditor shall prepare a written report documenting the results of the audit, including any deficiencies and recommendations for enhanced compliance with this AML Program. Copies of the report shall promptly be provided to the AML Compliance Officer and each Fund's Board of Directors for their review and consideration and may be provided to the AML Compliance Committee.

  • Grievance Resolution If a grievance is resolved at Step 2 or 3 in the procedure as provided herein, the grievant concerned shall indicate acceptance of the resolution by affixing his/her signature in the appropriate space indicated. If the employee has been represented by the Union at the Step of the procedure at which a resolution is reached, the Union representative shall also sign the appropriate document acknowledging that the employee has accepted the resolution. Decisions on grievances where an employee represents him/herself shall not be considered precedent setting or binding with regard to any future grievances filed with respect to the same or similar matters.

  • Conflict Resolution 15.1 In case of conflict between the project partners resulting from the interpretation or the application of this Agreement, or in connection with the activities contained within, the parties involved shall make the effort to come to an amicable arrangement rapidly and in the spirit of good cooperation.

  • Trustee May File Proofs of Claim In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607. No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' or other similar committee.

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