NOW, THEREFORE, BE IT RESOLVED. That the officers of this corporation listed below, and each of them, are hereby authorized and directed to execute, acknowledge and deliver in the name of and on behalf of this corporation said Equipment Lease Agreement, Equipment Financing Agreement or other agreement, said commitments and any such further agreement.
NOW, THEREFORE, BE IT RESOLVED in consideration of the foregoing premises, the mutual covenants and undertakings herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, each intending to be legally bound, covenant and agree as follows:
NOW, THEREFORE, BE IT RESOLVED that the Designation is hereby approved, affirmed, confirmed, and ratified; and it is further RESOLVED, that each officer of the Corporation be and hereby is authorized, empowered and directed to execute and deliver, in the name of and on behalf of the Corporation, any and all documents, and to perform any and all acts necessary to reflect the Board of Directors approval and ratification of the resolutions set forth above; and it is further RESOLVED, that in addition to and without limiting the foregoing, each officer of the Corporation and the Corporation’s attorney be and hereby is authorized to take, or cause to be taken, such further action, and to execute and deliver, or cause to be delivered, for and in the name and on behalf of the Corporation, all such instruments and documents as he may deem appropriate in order to effect the purpose or intent of the foregoing resolutions (as conclusively evidenced by the taking of such action or the execution and delivery of such instruments, as the case may be) and all action heretofore taken by such officer in connection with the subject of the foregoing recitals and resolutions be, and it hereby is approved, ratified and confirmed in all respects as the act and deed of the Corporation.
NOW, THEREFORE, BE IT RESOLVED in consideration of the mutual covenants, promises, warranties and other good and valuable consideration set forth herein, the Parties agree as follows:
NOW, THEREFORE, BE IT RESOLVED. Pursuant to Section 5.1 of the Investors’ Rights Agreement, the undersigned Holders of Registrable Securities, on their own behalf and on behalf of all current and future Holders of their respective Registrable Securities, hereby waive the Piggyback Registration Rights, and all notice and other rights related thereto, solely with respect to the Registered Offering. This Waiver is hereby acknowledged and agreed on behalf of the undersigned: COMPANY: ALLAKOS INC. By: /s/ Rxxxxx Xxxxxxxxx Name: Rxxxxx Xxxxxxxxx, Ph.D. Title: Chief Executive Officer This Waiver is hereby acknowledged and agreed on behalf of the undersigned:
NOW, THEREFORE, BE IT RESOLVED that the Merger Agreement and the form, terms and conditions of the Merger Agreement (including the allocation of the merger consideration and the escrow and indemnification obligations as set forth therein), and the transactions contemplated thereby (including the Merger), be and hereby are, approved, adopted, ratified and confirmed in all respects; and be it further RESOLVED, that the Escrow Agreement and the form, terms and conditions of the Escrow Agreement, and the transactions contemplated thereby, be and hereby are, approved, adopted, ratified and confirmed in all respects; and be it further RESOLVED, that the appointment of the Stockholders’ Representative under the Merger Agreement (including the rights, duties and obligations set forth in Article X of the Merger Agreement) be, and hereby is, approved, adopted, ratified and confirmed in all respects and the Stockholders’ Representative shall have full power and authority to act on behalf of the Stockholders in all matters relating to the Transaction Agreements, as set forth therein; and be it further RESOLVED, that the escrow and indemnification obligations of the Stockholders as set forth in each of the Transaction Agreements be, and hereby are, acknowledged, approved, adopted, confirmed and ratified in all respects and that the deposit of cash equal to the Escrow Amount into the Escrow Fund, be, and hereby is, acknowledged, approved, adopted, confirmed and ratified in all respects; and be it further RESOLVED, that the Company’s execution, delivery and performance of the Merger Agreement, and the consummation of the transactions contemplated thereby, including, without limitation, the Merger, are hereby authorized, ratified and approved and that any and all actions, whether previously or subsequently taken by the officers and directors of the Company, which are consistent with and in furtherance of the intent and purposes of the foregoing resolutions and the consummation of the transaction contemplated therein, shall be, and hereby are, in all respects, ratified and approved and that the Board and the officers of the Company be, and hereby are, authorized to take any such further actions as may be necessary or desirable to carry out the foregoing resolutions; and be it further APPROVAL OF AMENDMENT TO THE CERTIFICATE OF DESIGNATION
NOW, THEREFORE, BE IT RESOLVED the Declaration of Trust is hereby amended by deleting the present Section 3 of Article VI and inserting in lieu thereof the following:
NOW, THEREFORE, BE IT RESOLVED that the Distribution is hereby authorized and approved, and the undersigned Members hereby waive the restrictions on distributions set forth in Section 6.4 of the Operating Agreement with respect thereto. GENERAL AUTHORIZATION RESOLVED, that the Managers of the Company be, and each of them hereby is, authorized, directed and empowered, for and on behalf of the Company, to execute all documents and take such further action, as they may deem necessary, appropriate or advisable to effect the purposes of each of the foregoing preambles and resolutions; and RESOLVED FURTHER, that any and all actions heretofore taken by any Manager of the Company in connection with the carrying out of the actions contemplated by these resolutions are hereby ratified, adopted, approved and confirmed in all respects as authorized acts in the name and on behalf of the Company and the Members. [SIGNATURE PAGES FOLLOWS]
NOW, THEREFORE, BE IT RESOLVED. That the Parties will cooperate with each other in order to enable a Tier One Environmental Impact Study (EIS) and related documents as required by regulations adopted and published by the FRA, and as required by the FRA for their approval of inter‐city passenger rail corridors, and to proceed with the EIS at the earliest opportunity; AND IN FURTHERANCE OF THAT RESOLUTION, THE PARTIES AGREE:
NOW, THEREFORE, BE IT RESOLVED that the Security Capital Sub-Advisory Agreement be and hereby is approved.
