Board Proceedings Sample Clauses

Board Proceedings. Attached hereto is a true, correct, and complete copy of all actions taken by the Issuer in connection with the sale and issuance of the Bonds and the execution and delivery of the Financing Documents and the Bonds consisting of the following:
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Board Proceedings. Notwithstanding anything to the contrary in this Agreement and the Restated Memorandum and Articles, and without limiting any requirements under applicable law, neither the officers or directors of the Group Companies shall take, permit to occur, approve, authorize, or agree or commit to do any of the following, or cause any Group Company to take, permit to occur, approve, authorize, or agree or commit to do any of the following, without the approval of the Board, including the affirmative vote or consent of at least two thirds of the Preferred Directors:
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Board Proceedings. GP Corp. shall cause to be provided to JMB, substantially contemporaneously with distribution of copies thereof to members of its board of directors (but in no event later than three (3) days after such distribution), copies of all minutes of the meetings of such board and copies of all resolutions thereof passed by written consent. JMB shall treat all such materials as confidential and shall not distribute any thereof or otherwise disclose any information therein except as may be required to comply with applicable law; provided, however, that prior to any distribution or disclosure thereof, JMB shall cooperate with GP Corp. to obtain an appropriate protective order relating thereto.
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Board Proceedings. Upon notification from the Management Office to the Board to convene a hearing panel, the Board shall send written notice to the shareholder and all of those named on the lease for the apartment, outlining the statement of charges and the date, time and place for hearing. It shall notify the cooperator that he may be represented by counsel or someone of his or her own choice at the hearing. The hearsay rules shall not apply to the Board hearing. The Board will review such documentation as is presented to it by its Management and/or counsel and Management and/or counsel can call whichever witnesses they deem appropriate as to the acts underlying the charges and/or the procedures and the results of the conciliation process. The charged cooperator shall have the right to examine the proofs and question any witnesses. Upon the conclusion of the proof before the Board or the Hearing Panel, the cooperator may then present its own proof and/or witnesses to contradict the charges against him/her or to establish why the Board should not find that the charges were proven or if proven, not to terminate the lease. Such hearing shall be conducted with a stenographer present or by a recording device. Upon the conclusion of the proof and any responses thereto by the cooperator, the Board or its Hearing Panel will make a finding which shall be reduced to writing as to whether the charges were proven and if proven, the disposition or action to be taken in connection therewith. If the Board or its Hearing Panel determines that the charges have been proven (it is not necessary to prove each charge), then the Board will determine by a majority vote whether to terminate the shareholder’s lease for breach of the terms of his/her tenancy. If such determination is made, then counsel shall be authorized to commence proceedings in Landlord/Tenant Court of the Civil Court of the City of New York, County of Queens, or the Supreme Court to remove said shareholder/cooperator and all of the occupants of the apartment. In the event that the Board of Directors determines to terminate the tenancy, then the Board shall serve a 30 Day Notice of Termination on the cooperator stating that the Board duly voted to terminate his/her lease because of the conduct found by the Board at the hearing and shall include or attach thereto the written findings of the Board. Standards of Conduct covered by the Board of Directors Under the Chronic Non-Payment Rule: Chronic Delinquency in payment of carrying ...
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Board Proceedings. 1. The District will provide the Association with an agenda for each official Board meeting, as soon as they become available. The District also agrees to provide the Association with minutes of each meeting, as soon as they become available for distribution.
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Board Proceedings. The District will provide the Union with an agenda and minutes of each official Board of Education meeting as soon as they become available.
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Related to Board Proceedings

  • Actions and Proceedings Lender has the right to appear in and defend any action or proceeding brought with respect to the Property and to bring any action or proceeding, in the name and on behalf of Borrower, which Lender, in its discretion, decides should be brought to protect its interest in the Property.

  • Actions, Suits and Proceedings There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting any Group Member that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or that involve this Agreement or the Transactions.

  • Litigation and Proceedings There are no actions, suits, -------------------------- proceedings or investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. The Company has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality, or any circumstance which after reasonable investigation would result in the discovery of such default.

  • Suits and Proceedings To Seller’s Knowledge, except as listed in Exhibit H, there are no legal actions, suits or similar proceedings pending and served, or threatened in writing against Seller or the Property which (i) are not adequately covered by existing insurance and (ii) if adversely determined, would materially and adversely affect the value of the Property, the continued operations thereof, or Seller’s ability to consummate the transactions contemplated hereby.

  • Defense of Proceedings In case any Indemnified Proceeding shall be brought against any Indemnified Party, it shall notify the applicable Indemnifying Party of the commencement thereof as provided in Section 10(c), and such Indemnifying Party shall be entitled to participate in, and provided such Indemnified Proceeding involves a claim solely for money damages and does not seek an injunction or other equitable relief against the Indemnified Party and is not a criminal or regulatory action, to assume the defense of, such Indemnified Proceeding with counsel reasonably satisfactory to such Indemnified Party. After notice from such Indemnifying Party to such Indemnified Party of such Indemnifying Party’s election so to assume the defense thereof and the failure by such Indemnified Party to object to such counsel within ten (10) Business Days following its receipt of such notice, such Indemnifying Party shall not be liable to such Indemnified Party for legal or other expenses related to such Indemnified Proceedings incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Party reasonably necessary in connection with the defense thereof. Such Indemnified Party shall have the right to employ its counsel in any such Indemnified Proceeding, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless:

  • Proceedings Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. This Agreement and such other Loan Documents have been duly executed and delivered by or on behalf of Borrower and constitute legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

  • Actions; Proceedings There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will, if determined adversely to the Assignor, materially adversely affect its ability to perform its obligations under this Assignment Agreement.

  • Corporate Acts and Proceedings The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.02.

  • Initiation of Proceedings (1) At the request of either Contracting Party a dispute concerning the interpretation or application of this Agreement may be submitted to an arbitral tribunal for decision not earlier than 60 days after such request has been notified to the other Contracting Party.

  • Pending Proceedings Borrower is not in default under any law or regulation or under any order of any court, board, commission or agency whatsoever, and there are no claims, actions, suits or proceedings pending or, to the knowledge of Borrower, threatened against or affecting Borrower or the Development, at law or in equity, before or by any court, board, commission or agency whatsoever which might, if determined adversely to Borrower, materially affect Borrower's ability to repay the Loan or impair the security to be given to the County pursuant hereto.

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