Board and Shareholders Resolutions Sample Clauses

Board and Shareholders Resolutions the original resolution of the directors and the shareholders of each Security Party (other than a resolution of the shareholders in respect of the Corporate Guarantor) (together, where appropriate, with signed waivers of notice of any directors’ or shareholders’ meetings) approving, and authorising or ratifying the execution of, this Second Supplemental Agreement and any document to be executed by that Security Party pursuant to this Second Supplemental Agreement;
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Board and Shareholders Resolutions. On or before the Completion Date, the Vendors shall procure the passing of the following board and shareholders’ resolutions (as specified below) of the Company in terms approved by the Purchaser:
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Board and Shareholders Resolutions. Promptly after the date hereof, each Party shall and shall cause the directors appointed by it to the Board to adopt the relevant resolutions approving each of the following:
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Board and Shareholders Resolutions. 7.7.1. Subject to any applicable law, and to the Amended Articles, as applicable, all resolutions and actions of the Board of Directors and of the shareholders of the Company shall be taken by a majority vote. Notwithstanding the aforesaid, until the consummation of an IPO of the Company, and as long as there are at least 2 directors which were nominated by the holders of the Preferred B Shares, the Company shall not take any of the following resolutions or actions except if the directors designated by the holders of the Preferred B Shares, or in case of a general meeting the majority holders of the Preferred B Shares, consented in writing to such resolution or action prior thereto: (i) the effecting of the IPO of the Company; (ii) adopt any amendment of the Memorandum, or Amended Articles (iii) adopt any action which would have the effect of amending the specific rights, preferences or privileges of the Preferred B Shares; (iv) only after an Additional Closing - authorize or issue any equity securities of any class or other securities convertible into shares of the Company, nor enter into any contract or grant any option for the issue of any such securities; (v) merge with or consolidate into any corporation, firm or entity, or sell or otherwise dispose of all or substantially all of its assets, tangible or intangible; (vi) enter into voluntary liquidation or effect the winding up of the Company; (vii) incur debt, that was not included in the respective Annual Plan or yearly budget, which exceeds the amount of US$20,000; (viii) enter into any transactions with any officer, director, shareholder or other Interested Party (as such term is defined in the Israeli Securities Law - 1968, or any member of the family or affiliate of such Interested Party, person controlled by it, person under common control or person it) or any other party related, directly or indirectly, to any of them; (ix) increase the number of Directors above eight (8) (or 7, as the case may be under the terms of Section 7.6.1) or change the manner of their designation to the Board of Directors; (x) declare or pay any dividend or other distribution of cash, shares, or other assets to the Company's shareholders in their capacity as such; (xi) effect a fundamental change in the Company's business; (xii) approve the Company's yearly budget and plan; (xiii) approve and fix signatory rights on behalf of the Company; and (xiv) the appointment and compensation of the Company's Chief Executive Offic...
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Board and Shareholders Resolutions. 7.7.1. Subject to any applicable law, and to the Amended Articles, as applicable, all resolutions and actions of the Board of Directors and of the shareholders of the Company shall be taken by a majority vote. Notwithstanding the aforesaid, until the consummation of an IPO of the Company, the Company shall not take any of the following resolutions or actions except if the directors designated by the holders of the Preferred B Shares, and the holders of the Preferred B Shares, consented in writing to such resolution or action prior thereto: (i) the effecting of the IPO of the Company; (ii) adopt any amendment of the Memorandum, or Amended Articles (iii) adopt any action which would have the effect of amending the specific rights, preferences or privileges of the Preferred B Shares; (iv) authorize or issue any equity securities of any class or other securities convertible into shares of the Company, nor enter into any contract or grant any option for the issue of any such securities; (v) merge with or consolidate into any corporation, firm or entity, or sell or otherwise dispose of all or substantially all of its assets, tangible or intangible; (vi) enter into voluntary liquidation or effect the winding up of the Company; (vii) incur debt, that was not included in the respective Annual Plan or yearly budget, which exceeds the amount of US$10,000; (viii) enter into any transactions with any officer, director, shareholder or other Interested Party (as such term is defined in the Israeli Securities Law - 1968, or any member of the family or affiliate of such Interested Party, person controlled by it, person under common control or person it) or any other party related, directly or indirectly, to any of them; (ix) increase the number of Directors above eight (8) or change the manner of their designation to the Board of Directors; (x) declare or pay any dividend or other distribution of cash, shares, or other assets to the Company's shareholders in their capacity as such; (xi) effect a fundamental change in the Company's business; (xii) approve the Company's yearly budget and plan; (xiii) approve and fix signatory rights on behalf of the Company; and (xiv) the appointment and compensation of the Company's General Manager(s), Chief Executive Officer, Chief Operating Officer, Chief Technical Officer and Chief Financial Officer.
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Board and Shareholders Resolutions. Administrative Agent, Collateral Agent and Vendors shall have received resolutions of Purchaser's and each Guarantor's Board of Directors and Shareholders approving and authorizing the execution, delivery and performance of the Credit Documents to which it is a party and the transactions contemplated thereby, in form and substance reasonably satisfactory to Administrative Agent, Collateral Agent and Vendors and their respective counsel, such resolutions certified as of the initial Funding Date (unless a Guarantor other than Parent executes the Guaranty at a later date) by Purchaser's and each Guarantor's Secretary or an Assistant Secretary, as applicable, as being in full force and effect without modification or amendment.
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Board and Shareholders Resolutions. A copy, certified by a director or the secretary of each Security Party as true, complete and accurate and neither amended nor revoked, of a resolution of the directors and a resolution of the shareholders of each Security Party (other than a resolution of the shareholders in respect of the Corporate Guarantor) (together, where appropriate, with signed waivers of notice of any directors’ or shareholders’ meetings) approving, and authorising or ratifying the execution of, this Second Supplemental Agreement by the Borrower and any document to be executed by the Security Party in question pursuant to this Second Supplemental Agreement.
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Related to Board and Shareholders Resolutions

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • The Board of Directors AGREES TO—

  • Shareholders Meetings IVAX shall call and hold the IVAX Shareholders' Meeting and Bergen shall call and hold the Bergen Shareholders' Meeting as promptly as practicable for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Mergers contemplated hereby, and each of Bergen and IVAX shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. IVAX shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to IVAX's shareholders under applicable Law, and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the Mergers.

  • Certificate of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent prior to the Effective Time:

  • Certificate of Incorporation; Bylaws; Directors and Officers (a) At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with Delaware Law and such Certificate of Incorporation.

  • Company Shareholders Meeting (a) Subject to Section 9.01, as promptly as practicable, but in any event, no later than ten (10) calendar days, after the SEC confirms that it has no further comments on the Schedule 13E-3 and Proxy Statement, the Company shall take all lawful action to call, give notice of, and convene the Company Shareholders’ Meeting for the purpose of obtaining the Company Shareholder Approval. As soon as reasonably practicable, but no later than the thirtieth calendar day after the date on which the notice of the Company Shareholders’ Meeting is issued, the Company shall hold such Company Shareholders’ Meeting in accordance with its memorandum and articles of association; provided, however, for the avoidance of doubt, the Company may postpone or adjourn the Company Shareholders’ Meeting for up to thirty (30) calendar days (but in any event no later than five (5) Business Days prior to the End Date), (i) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed); (ii) if at the time the Company Shareholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Company Shareholders’ Meeting; or (iii) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary or advisable under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders’ Meeting. Parent may request once that the Company adjourn or postpone the Company Shareholders’ Meeting for up to thirty (30) calendar days (but in any event no later than five (5) Business Days prior to the End Date), (x) if as of the time for which the Company Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) (A) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting or (B) voting in favor of approval of this Agreement and the Transactions to obtain the Company Shareholder Approval or (y) in order to allow reasonable additional time for (1) the filing and mailing of, at the reasonable request of Parent, any supplemental or amended disclosure and (2) such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders’ Meeting, in which event the Company shall, in each case, cause the Company Shareholders’ Meeting to be postponed or adjourned in accordance with Parent’s request.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Charter Documents Directors and Officers (a) The charter of the Acquiring Fund as in effect immediately prior to the Effective Time shall continue in full force and effect as the charter of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law.

  • Senior Management and Boards of Directors 1. Neither Party may require that an enterprise of that Party that is a covered investment appoint to senior management positions natural persons of any particular nationality.

  • Board of Directors and Officers (a) The directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

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