General Authorizations Sample Clauses

General Authorizations. RESOLVED, that the officers of the Company be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to do or cause to be done all such other acts or things, and to execute and deliver, or cause to be executed and delivered, all such other documents, instruments, agreements, notes, undertakings, guarantees and certificates of any kind and nature whatsoever, as such officer or officers may deem necessary or appropriate to effectuate or carry out the purposes and intent of the foregoing resolutions; all such other actions to be performed in such manner, and all such other documents, instruments, agreements, notes, undertakings, guarantees and certificates to be executed and delivered in such form, as the officer or officers performing or executing the same shall approve, such officer’s or officers’ approval thereof to be conclusively evidenced by the performance of any such other action or the execution and delivery of any such other documents, instruments, agreements, notes, undertakings and certificates; and RESOLVED FURTHER, that all acts and things previously done by any of the officers of the Company, on or prior to the date hereof, in the name and on behalf of the Company, in connection with the transactions contemplated by the foregoing resolutions, are in all respects ratified, approved, confirmed and adopted as the acts and deeds by and on behalf of the Company. * * * This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be considered as an original. The Secretary of the Company shall file this Unanimous Written Consent in the minute book of the Company and it shall become part of the record of the Company. Dated: February 1, 2000 /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx Annex 0 XXXXX XX XXXXXXXXXX XXXXXXXXX XX XXXXX CERTIFICATE OF STATUS DOMESTIC CORPORATION [ILLEGIBLE] MEDISYN TECHNOLOGIES CORPORATION SECRETARY’S CERTIFICATE Reference is hereby made to the Credit Agreement, dated as of February 1, 2000 (as amended. supplemented or otherwise modified from time to time, the “Credit Agreement”), among Inamed Corporation (the “Borrower“), the Lenders, Bear Xxxxxxx Corporate Lending Inc., as Syndication Agent (in such capacity, the “Syndication Agent”), Bear, Xxxxxxx & Co. Inc., as sole lead arranger and sole book manager (the “Arranger”) and the Administrative Agent. Capitalized terms used herein and not otherwise defined shal...
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General Authorizations. The Debtors and the Reorganized Debtors ---------------------- are authorized and empowered pursuant to Sections 105 and 1142(b) of the Bankruptcy Code, and as applicable, Section 303 of the General Corporation Law of the State of Delaware, 8 Del. Code (S) 303, and any other applicable state ---- ---- law to take any and all actions reasonably necessary to implement the transactions contemplated by the Confirmation Order (including without limitation transactions contemplated by the Plan and Plan Documents as confirmed under the Confirmation Order), all without further corporate action or action by (or vote of) directors or stockholders of the Debtors or Reorganized Debtors, including, without limitation, the following: (a) to reconstitute the board of directors of each Reorganized Debtor; (b) to amend the Reorganized Debtors' respective certificates of incorporation and by-laws, including without limitation to effectuate a change of name with respect to Reorganized Vencor and certain of the other Reorganized Debtors, provided that any such amended certificates of incorporation and amended bylaws shall continue to prohibit the issuance of non-voting equity securities; (c) to merge any or all of the Debtors; (d) to enter into, execute and deliver the Exit Facility and the Plan Documents, including without limitation the New Senior Secured Credit Agreement, the New Senior Secured Notes, the New Collateral Documents, the Amended Ventas Leases, the Registration Rights Agreement, the New Warrant Agreement and the Tax Refund Escrow Agreement; (e) to adopt and implement the Long-Term Incentive Plan, the Restricted Share Plan and the New Stock Option Plan, and to pay the Performance Bonuses and Retention Bonuses, to the extent not previously authorized by the Court and/or paid by the Debtors; and (f) to authorize the appropriate officers of the Reorganized Debtors to execute any documents, instruments or agreements necessary, and perform any act that is desirable or required to comply with the terms and conditions of the Plan and consummation of the Plan, including all documents necessary and appropriate to execute and consummate the Exit Facility. Such actions are approved in all respects and shall be deemed to have occurred and be effective on the Effective Date.
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General Authorizations. IT IS: RESOLVED, that each Authorized Officer be, and each of them hereby is, authorized to file a copy of this written consent in the book and records of the Corporation, and to certify a copy of any written resolutions having been adopted by the Shareholders; FURTHER RESOLVED, that, in addition to and not in limitation of the foregoing, each Authorized Officer be, and each of them hereby is, authorized, in the name and on behalf of the Corporation, to do and perform all such further acts and things, to execute and deliver in the name and on behalf of the Corporation, and where necessary or appropriate, to file with the appropriate governmental authorities, all such further certificates, instruments, applications, notices, agreements and other writings and documents as may be required, and to make all such payments, and to take all such other actions as in the judgment of any one or more of them shall be deemed necessary or advisable in order to carry out and effectuate the intent and purposes of the foregoing resolutions (or any of them), and any or all of the transactions contemplated therein or thereby, the authority therefor to be conclusively evidenced by the taking of such action or the execution or filing of such documents, as applicable; FURTHER RESOLVED, that each Authorized Officer be, and each of them hereby is, authorized, in the name and on behalf of the Corporation, to pay any and all fees and expenses incurred by the Corporation in connection with the Merger Agreement, the Mergers and the other actions authorized or otherwise contemplated by the foregoing resolutions, including, without limitation, the expenses and fees of the Corporation’s financial and legal advisors; FURTHER RESOLVED, that the omission from these resolutions of any agreement, instrument or other arrangement contemplated by any of the agreements or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements or instruments described in the foregoing resolutions shall in no manner derogate from the authority of any Authorized Officer to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; FURTHER RESOLVED, that all actions heretofore taken by any Authorized Officer in connection with any matter referred to in any of the foregoing resolutions are her...
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General Authorizations. I certify Corporation authorizes and agrees that:
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General Authorizations. RESOLVED, that any other proper officer of the Company (each, an “Authorized Person”), be, and each hereby is, authorized to file a copy of this written consent in the minute book of the Company, and to certify a copy of any written resolutions having been adopted by the Sole Stockholder; and be it further RESOLVED, that each of the Authorized Officers be, and each of them hereby is, authorized to make, execute, file and deliver any and all consents, certificates, documents, instruments, amendments, papers or writings as may be required in connection with or in furtherance of the foregoing resolutions, and to do any and all other acts necessary or desirable to effectuate the foregoing resolutions and the purposes and intent thereof, the execution and delivery thereof by such Authorized Officer(s) to be deemed conclusive evidence of the approval by the Company of the terms, provisions and conditions thereof, expenditures paid or actions so taken; and be it further RESOLVED, that any and all actions heretofore or hereafter taken by such Authorized Officers within the terms of the foregoing resolutions be, and each hereby is, ratified and confirmed as the act and deed of the Company.
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General Authorizations. (a) Subject to the terms of Section 7.2(b) below, the Company irrevocably authorizes the Secured Party at any time and from time to time in the sole discretion of the Secured Party, and irrevocably appoints the Secured Party as its attorney-in-fact to act on behalf of the Company, in the name of the Company or otherwise, from time to time in the Secured Party's discretion, to take any action and to execute any instrument which is reasonably necessary or advisable to accomplish the purposes of this Security Agreement, including without limitation (a) to file financing statements necessary or desirable in the Secured Party's sole discretion to perfect and to maintain the perfection and priority of the Secured Party's security interest in the Collateral; (b) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement in such offices as the Secured Party in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Secured Party's security interest in the Collateral; (c) to cause the proceeds of any Collateral received by the Secured Party to be applied to the Obligations; and (d) to do all things necessary to carry out this Security Agreement.
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General Authorizations. The parties acknowledge and agree to the following, subject to all terms and conditions of this Operating Agreement :
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General Authorizations. The officers and managers of the parties, and from and after the Effective Time, the officers and managers of the Surviving Entity, shall be and hereby are authorized to execute, acknowledge and deliver all instruments and do all acts and things necessary or desirable and proper to effect the Merger and to carry out the purposes of this Agreement and Plan of Merger.
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Related to General Authorizations

  • Governmental Authorizations; Private Authorizations; Governmental Filings The Borrower has obtained, maintained and kept in full force and effect all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry out its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and made all material Governmental Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement and the performance by the Borrower of its obligations under this Agreement, the other Facility Documents, and no material Governmental Authorization, Private Authorization or Governmental Filing which has not been obtained or made, is required to be obtained or made by it in connection with the execution and delivery by it of any Facility Document to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement or the performance of its obligations under this Agreement and the other Facility Documents to which it is a party.

  • Governmental Authorizations Any registration, declaration or filing with, or consent, approval, license, permit or other authorization or order by, or exemption or other action of, any governmental, administrative or regulatory authority, domestic or foreign, that was or is required in connection with the valid execution, delivery, acceptance and performance by such Member under this Agreement or consummation by such Member (or any of its Affiliates) of any transaction contemplated hereby has been completed, made or obtained on or before the date hereof.

  • Authorizations Evidence that the execution, delivery and performance by the Borrower of this Agreement and any instrument or agreement required under this Agreement have been duly authorized.

  • Governmental Authorizations and Consents Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

  • Compliance with Laws; Governmental Authorizations 1.23.1 The Company is, and has at all times been, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in Material Adverse Effect. The Company has not received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement.

  • LEGAL AUTHORIZATION (a) The Sub-Recipient certifies that it has the legal authority to receive the funds under this Agreement and that its governing body has authorized the execution and acceptance of this Agreement. The Sub-Recipient also certifies that the undersigned person has the authority to legally execute and bind Sub-Recipient to the terms of this Agreement.

  • Government Authorizations No Consent of, with or to any Governmental Authority is required to be obtained or made by, or with respect to, Buyer or any of its Affiliates in connection with the execution and delivery of this Agreement and the other Transaction Documents by Buyer, or the consummation by Buyer of the transactions contemplated hereby and thereby, except for (a) required filings under the HSR Act, (b) as set forth on Section 5.4 of the Buyer Disclosure Schedule, and (c) Consents not required to be made or given until after the Applicable Closing.

  • Authorizations and Approvals Each Borrower shall promptly obtain, from time to time at its own expense, all such Governmental Approvals as may be required to enable such Borrower to comply with its obligations, under the Loan Documents and its Constituent Documents, and to conduct its business in the customary fashion.

  • Authorization of Governmental Authorities No action by (including any authorization, consent or approval), in respect of, or filing with, any governmental authority or regulatory body is required for, or in connection with, the valid and lawful authorization, execution, delivery and performance by it of this Agreement, subject to, in the case of the Debtors, the entry by the Bankruptcy Court of the Approval Order.

  • Compliance; Governmental Authorizations The Seller has complied in all material respects with all applicable Federal, state, local or foreign laws, ordinances, regulations and orders. The Seller has all Federal, state, local and foreign governmental licenses and permits necessary in the conduct of the Subject Business the lack of which would have a material adverse effect on the Buyer's ability to operate the Subject Business after the Closing on substantially the same basis as presently operated, such licenses and permits are in full force and effect, no violations are or have been recorded in respect of any thereof and no proceeding is pending or threatened to revoke or limit any thereof. None of such licenses and permits shall be affected in any material respect by the transactions contemplated hereby.

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