CORPORATE APPROVAL OF BUYER Sample Clauses

CORPORATE APPROVAL OF BUYER. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, NEITHER THIS AGREEMENT (OTHER THAN SECTION 18 ABOVE) NOR ANY AMENDMENT HERETO SHALL BE A VALID AND ENFORCEABLE OBLIGATION OF BUYER UNLESS THE AGREEMENT OR AMENDMENT IS EXECUTED BY EITHER ONE OF XXXXXX X. XXXXXX, XXXXXX X. XXXXXXX, XXXXXX XXXXX, OR XXXX XXXXX, EACH AN OFFICER OF BUYER, WITHIN TEN (10) BUSINESS DAYS OF THE EXECUTION OF THIS AGREEMENT OR SUCH AMENDMENT BY SELLER AND BUYER’S REPRESENTATIVES.
Sample 1
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CORPORATE APPROVAL OF BUYER. NOTWITHSTANDING ANYTHING CONTAINED IN THIS FIRST AMENDMENT TO THE CONTRARY, NEITHER THIS FIRST AMENDMENT NOR ANY FURTHER AMENDMENT TO THE AGREEMENT SHALL BE A VALID AND ENFORCEABLE OBLIGATION OF BUYER UNLESS SUCH AMENDMENT IS EXECUTED BY EITHER ONE OF XXXXXX X. XXXXXX, XXXXXX X. XXXXXXX, XXXXXX XXXXX, OR XXXX XXXXX, EACH AN OFFICER OF BUYER, ON OR BEFORE JANUARY 26, 2010, FOR THIS FIRST AMENDMENT OR WITHIN TEN (10) BUSINESS DAYS OF THE EXECUTION OF SUCH FURTHER AMENDMENT BY SELLER AND BUYER’S REPRESENTATIVES.
Sample 1
CORPORATE APPROVAL OF BUYER. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, NEITHER THIS AGREEMENT NOR ANY AMENDMENT HERETO SHALL BE A VALID AND ENFORCEABLE OBLIGATION OF BUYER UNLESS THE AGREEMENT OR AMENDMENT IS EXECUTED BY ANY ONE OF XXXXXX X. XXXXXX, XXXXXXX XXXXXX, XXXXX XXXX, XXXX XXXXXXXXXX, X. XXXX XXXXXX, XXXXXXXX XXXXX OR XXXX XXXXX, EACH AN OFFICER OF BUYER. EXECUTED by the Parties hereto in multiple copies, each of which shall be deemed to be an original, on the dates set forth below. SELLER: THE CITY OF OAKLEY, a California municipal corporation By: Name: Title: Date of Execution: APPROVED AS TO FORM: BUYER: X.X. XXXXXX BAY, INC., a Delaware corporation By: Xxxxx XxXxxxxx, Vice President Date of Execution: BUYER’S CORPORATE APPROVAL: By: Name: Title: As an Officer of Buyer and Not In His/Her Individual Capacity Date of Execution: ACKNOWLEDGEMENT OF ESCROW HOLDER: First American Title Company By: Xxxxx Xxxxx, Senior Escrow Officer Date of Receipt: EXHIBITS: EXHIBIT A: Legal Description of the Property EXHIBIT B: Memorandum of Agreement EXHIBIT C: Xxxxx Xxxx EXHIBIT D: General Assignment EXHIBIT E: Affordable Housing Covenant EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY Real property in the City of Oakley, County of Contra Costa, State of California, described as follows: BEING A PORTION OF THAT CERTAIN PARCEL OF LAND GRANTED TO XXXXX X. XXXXXXXXX AND XXXXXXX X. XXXXXXXXX, TRUSTEES OF THE B & X XXXXXXXXX REVOCABLE TRUST UNDER INSTRUMENT DATED JUNE 16, 1994, BY DEED RECORDED JANUARY 26, 1995, IN SERIES NO. 95-13407 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF CONTRA COSTA COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE EAST ONE-QUARTER CORNER OF SECTION 29, TOWNSHIP 2 NORTH, RANGE 3 EAST, MOUNT DIABLO MERIDIAN; THENCE, FROM SAID POINT OF COMMENCEMENT, ALONG THE MID-SECTION LINE OF SAID SECTION 29, NORTH 89°15'39" WEST 210.32 FEET; THENCE, LEAVING SAID MID-SECTION LINE, NORTH 00°44'21" EAST 30.00 FEET TO A POINT ON THE NORTHERN LINE OF CYPRESS ROAD AND TO THE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE, FROM SAID POINT OF BEGINNING, ALONG SAID NORTHERN LINE, NORTH 89°15'39" WEST 1856.90 FEET; THENCE, LEAVING SAID XXXXXXXX XXXX, XXXXX 00°00'00" XXXX 1124.07 FEET TO A POINT ON THE SOUTHWESTERN LINE OF THAT CERTAIN PARCEL LAND GRANTED TO CONTRA COSTA WATER DISTRICT BY DEED RECORDED MARCH 9, 1940, IN BOOK 539 OF OFFICIAL RECORDS AT PAGE 218, IN SAID OFFICE OF THE COUNTY RECORDER OF CONTRA COSTA COUNTY;
Sample 1

Related to CORPORATE APPROVAL OF BUYER

  • Corporate Approval This Agreement has been approved by the Board, and has been duly executed and delivered by Employee and on behalf of the Company by its duly authorized representative.

  • Corporate Approvals Prior to Closing Date, each of the parties shall submit this Agreement to its board of directors and when necessary, its respective shareholders and obtain approval of this Agreement. Copies of corporate actions taken shall be provided to each party.

  • Requisite Approvals Upon execution of this Agreement, it will have taken all necessary actions pursuant to its articles of incorporation, by-laws and other governing documents to fully authorize (i) the execution and delivery of this Agreement and any transaction documents related to this Agreement; and (ii) the consummation of the transaction contemplated by this Agreement.

  • Shareholder Approvals The Shareholder Approvals shall have been obtained.

  • Shareholders' Approval The holders of not less than a majority of the outstanding common stock of the Purchaser shall have voted for authorization and approval of this Agreement and the transactions contemplated hereby.

  • Authorization, Approval, etc No authorization, approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other Person is required either

  • Board and Shareholder Approval The Board of Directors and shareholders of the Company shall have approved the transactions contemplated herein.

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Corporate Authority; Approval Parent and each of the Merger Subs have all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the Transaction Documents to which it is or is contemplated to be a party and to consummate the Transactions to which it is or is contemplated to be a party, subject to obtaining (a) the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case of the Merger Subs. This Agreement has been duly executed and delivered by Parent and the Merger Subs and constitutes a valid and binding agreement of Parent and the Merger Subs, enforceable against each of Parent and the Merger Subs in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors of Parent has (x) (i) unanimously determined that the Transactions are fair to, and in the best interests of, Parent and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders of shares of Parent Common Stock (the “Parent Recommendation”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approval.

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