Certain Resolutions Sample Clauses

Certain Resolutions. The board of directors of the Company or the compensation committee thereof shall pass any necessary resolutions as soon as practicable after the date hereof to provide for the treatment of Company options as set forth in Section 6.3 of this Merger Agreement.
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Certain Resolutions. The Purchaser shall have received a true and complete copy, certified by the managing director of the Company, of the shareholders' register evidencing the Purchaser as the new owner of all the Shares; and
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Certain Resolutions. The Borrower shall, on or before March 3, 2000, deliver, or cause to be delivered, to the Administrative Agent resolutions of the Board of Directors of each of the Loan Parties, other than the Borrower, certified by the Secretary or an Assistant Secretary of such Loan Party which authorized the execution, delivery and performance by such Loan Party of this Amendment and the other Amendment Documents to which such Loan Party is or is to be a party.
Sample 1
Certain Resolutions. Prior to the consummation of the Merger, and as a condition to the Company's obligations to close the Merger, Acquiror agrees to take all actions reasonably necessary to secure an exemption from Section 16(b) of the Securities Exchange Act of 1934, pursuant to Rule 16b-3 under that Act, for all acquisitions, dispositions and reacquisitions of equity securities of Acquiror to occur directly or indirectly as a result of the Merger, pursuant to the Merger Agreement, the related Escrow Agreements or otherwise, by each of the following persons (or any entities in which they hold interest) who will become directors or officers of Acquiror at the time the Merger is consummated; (provided, however, that the foregoing agreement shall not limit Acquiror's rights or remedies under the Merger Agreement, the related Escrow Agreements or other agreements contemplated thereby): Xxxxxxx Xxxxxxx, Xxxx Xxxxxxxxx, Xxxxxxx Xxxxxx, and Xxxxxxx Xxxxx.
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Related to Certain Resolutions

  • Effect of Certain Resolutions Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

  • Error Resolution If you believe that you did not authorize an electronic fund transaction, if you need a copy of a transaction receipt from a Merchant, if you think your statement or receipt is wrong, or if you need more information about a transaction listed on the statement or receipt, you should call or write us at the phone number or address shown at the end of these Regulatory Disclosures under “UMB Contact Information” You should report errors no later than sixty (60) days after information is available to you on your periodic statement or in your electronic statement information concerning the transaction that you believe to be in error or which you believe is a problem. Include the following information: (a) your name and your HSA Deposit Account number; (b) describe the error or the transaction you are unsure about and explain as clearly as you can why you believe it is an error or why you need more information; and (c) the dollar amount of the suspected error. If you tell us orally, we may require that you send us your complaint or questions in writing within ten (10) business days. We will determine whether an error occurred within ten (10) business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will credit your account within ten (10) business days for the amount you think is in error so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within ten (10) business days, we may not credit your account. For errors involving new accounts, point-of-sale, or foreign-initiated transactions, we may take up to 90 days to investigate your complaint or question. For new accounts, we may take up to 20 business days to credit your account for the amount you think is in error. We will tell you the results within three (3) business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.

  • Certified Resolutions A certified copy of the resolution of Seller’s board of directors authorizing and approving the transactions contemplated by this Agreement, the execution and delivery of this Agreement and the consummation of transactions provided herein.

  • Copies of Resolutions Copies of all proposed or adopted motions, briefs, resolutions, by- laws or rules and regulations by the Municipal, Regional, Provincial or Federal Government or their respective advisory committees which affect the members of this Union and/or the general provision of day care, received by either party shall be maintained in an open file to which the Employees have access.

  • Corporate Resolutions Delivery by the Company to the Buyer a copy of resolutions of the Company’s board of directors, approving and authorizing the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby in the form attached hereto as Exhibit C (the “Irrevocable Resolutions”);

  • Issue Resolution (a) S&SC addresses incidents based on the severity of the incident. S&SC shall use reasonable efforts to respond to Customer within the timeframes specified herein. S&SC shall consider Customer input when assigning a severity level to individual incidents.

  • Authorizing Resolutions Notwithstanding the foregoing provisions of this section 5.1, an Authorizing Resolution may limit the authority of the Manager and/or confer voting rights on Investor Members.

  • DNSSEC proper resolution There is a valid DNSSEC chain of trust from the root trust anchor to a particular domain name, e.g., a TLD, a domain name registered under a TLD, etc.

  • Board Resolutions The Company shall have received resolutions duly adopted by Pubco’s Board of Directors approving the execution, delivery and performance of the Agreement and the transactions contemplated by the Agreement.

  • Certain Voting Matters [To be inserted if the Charter provides for voting in proportion to liquidation preferences: Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of Designated Preferred Stock and any Voting Parity Stock has been cast or given on any matter on which the holders of shares of Designated Preferred Stock are entitled to vote shall be determined by the Issuer by reference to the specified liquidation amount of the shares voted or covered by the consent as if the Issuer were liquidated on the record date for such vote or consent, if any, or, in the absence of a record date, on the date for such vote or consent. For purposes of determining the voting rights of the holders of Designated Preferred Stock under Section 7 of the Standard Provisions forming part of this [Certificate of Designations], each holder will be entitled to one vote for each $1,000 of liquidation preference to which such holder’s shares are entitled.] [To be inserted if the Charter does not provide for voting in proportion to liquidation preferences: Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.] 1 If Issuer desires to issue shares with a higher dollar amount liquidation preference, liquidation preference references will be modified accordingly. In such case (in accordance with Section 4.6 of the Securities Purchase Agreement), the issuer will be required to enter into a deposit agreement.

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