Proper Proceedings; Charter Documents Sample Clauses

Proper Proceedings; Charter Documents. Each Borrower shall have taken all corporate or company proceedings necessary to authorize the Loan Documents and the transactions contemplated hereby. Each Borrower shall have delivered to the Agent certificates, dated the Closing Date and signed by their respective Secretaries, Managing Directors, Directors or other responsible officers, satisfactory to the Agent, respecting such proceedings and the incumbency of the officers executing the Loan Documents, including in the case of the German Borrower, resolutions of the shareholder of the German Borrower authorizing the Loan Documents and the transactions contemplated hereby and certified excerpts from the commercial register reflecting the incumbency of the officer executing any Loan Documents on behalf of the German Borrower dated not earlier than three Business Days prior to the Closing Date. Each Borrower shall have delivered to the Agent copies of its articles of organization or association or other charter documents, including all amendments thereto, certified by the appropriate officer, and copies of its bylaws or other constitutional documents, including all amendments thereto, certified by the appropriate officer. The Agent shall have received satisfactory results to all company and other final searches in relation to each Borrower as the Agent may reasonably request.
Sample 1
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Proper Proceedings; Charter Documents. Each Obligor party to a Pledge Agreement or Guaranty Agreement delivered pursuant to Section 6.11(a) shall have taken all corporate or company proceedings necessary to authorize such Pledge Agreements and Guaranty Agreements. Each of such Obligors shall have delivered to the Agent certificates, dated the Availability Date and signed by their respective Secretaries, Directors or other responsible officers, satisfactory to the Agent, respecting such proceedings and the incumbency of the officers executing such Pledge Agreements and Guaranty Agreements, including in the case of the German Borrower, Transact Elektronische Zahlungssysteme GmbH and Euronet Services GmbH, resolutions of the shareholder of such Persons authorizing the Pledge Agreements and Guaranty Agreements to which they are a party and the transactions contemplated thereby and certified excerpts from the commercial register reflecting the incumbency of the officer executing any of such Loan Documents on behalf of such Persons dated not earlier than three Business Days prior to the delivery of such Loan Documents. Each of such Obligors shall have delivered to the Agent copies of its articles of organization or association or other charter documents, including all amendments thereto, certified by the appropriate officer, and copies of its bylaws or other constitutional documents, including all amendments thereto, certified by the appropriate officer. Each Person, the shares of whom are being pledged pursuant to a Pledge Agreement shall have taken all corporate or company proceedings necessary to authorize the pledges pursuant to such Pledge Agreements, including in the case of e-pay Limited, delivery to the Agent of a certified copy of a shareholder's resolution amending its articles of organization, in form and substance satisfactory to the Agent.
Sample 1
Proper Proceedings; Charter Documents. Each Obligor party to a Guaranty Agreement or Pledge Agreement delivered pursuant to Section 8.10 shall have taken all corporate or company proceedings necessary to authorize such Guaranty Agreement or Pledge Agreement. Each of such Obligors shall have delivered to the Agent certificates, dated the date of the Guaranty Agreements or Pledge Agreement and signed by their respective Secretaries, Directors or other responsible officers, satisfactory to the Agent, respecting such proceedings and the incumbency of the officers executing the Guaranty Agreements or Pledge Agreement, including resolutions of the shareholders of such Obligors authorizing the Loan Documents to which they are a party and the transactions contemplated thereby and certified excerpts from the commercial register reflecting the incumbency of the officer executing any of such Loan Documents on behalf of such Persons dated not earlier than three Business Days prior to the delivery of such Loan Documents, as applicable. Each of such Obligors shall have delivered to the Agent copies of its articles of organization or association or other charter documents, including all amendments thereto, certified by the appropriate officer, and copies of its bylaws or similar constitutional documents, including all amendments thereto, certified by the appropriate officer.
Sample 1
Proper Proceedings; Charter Documents. Each Borrower shall have taken all corporate proceedings necessary to authorize the Loan Documents and the transactions contemplated hereby. Each Borrower shall have delivered to the Agent certificates, dated the Closing Date and signed by their respective Secretaries, satisfactory to the Agent, respecting such proceedings and the incumbency of the officers executing the Loan Documents. Each Borrower shall have delivered to the Agent copies of its charter documents, including all amendments thereto, certified by the appropriate officer, and copies of its bylaws, including all amendments thereto, certified by the appropriate officer.
Sample 1
Proper Proceedings; Charter Documents. Each Obligor party to a Pledge Agreement delivered pursuant to Section 6.11(a) shall have taken all corporate proceedings necessary to authorize the Pledge Agreements. Each of such Obligors shall have delivered to the Agent certificates, dated the Availability Date and signed by their respective Secretaries, satisfactory to the Agent, respecting such proceedings and the incumbency of the officers executing the Pledge Agreements. Each of such Obligors shall have delivered to the Agent copies of its charter documents, including all amendments thereto, certified by the appropriate officer, and copies of its bylaws or similar documents, including all amendments thereto, certified by the appropriate officer.
Sample 1
Proper Proceedings; Charter Documents. Borrower and each Guarantor shall have taken all corporate proceedings necessary to authorize the Loan Documents and the transactions contemplated hereby. Borrower and Guarantors shall have delivered to the Bank certificates, dated the Closing Date and signed by their respective Secretaries, satisfactory to the Bank, respecting such proceedings and the incumbency of the officers executing the Loan Documents. Borrower shall have and each Guarantor shall have delivered to the Bank copies of its charter documents, including all amendments thereto, certified by the appropriate officer, and copies of its bylaws, including all amendments thereto, certified by the appropriate officer.
Sample 1
Proper Proceedings; Charter Documents. The Borrower shall have taken all corporate or company proceedings necessary to authorize the Loan Documents and the transactions contemplated hereby. The Borrower shall have delivered to the Agent certificates, dated the Closing Date and signed by its Secretary, Managing Director, Director or other responsible officer, satisfactory to the Agent, respecting such proceedings and the incumbency of the officers executing the Loan Documents. The Borrower shall have delivered to the Agent copies of its memorandum and articles of organization or association or other charter documents, including all amendments thereto, certified by the appropriate officer, and copies of its bylaws or other constitutional documents, including all amendments thereto, certified by the appropriate officer. The Agent shall have received satisfactory results to all company and other final searches in relation to the Borrower as the Agent may reasonably request.
Sample 1
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Proper Proceedings; Charter Documents. Borrower and each Guarantor shall have taken all corporate proceedings necessary to authorize the Loan Documents and the transactions contemplated hereby. Borrower and Guarantors shall have delivered to the Bank certificates, dated the date hereof and signed by their respective Secretaries, satisfactory to the Bank, respecting such proceedings and the incumbency of the officers executing the Loan Documents. Borrower shall have and each Guarantor shall have delivered to the Bank copies of any amendment to its charter documents or bylaws adopted or made after September 1, 1999, certified by the appropriate officer.
Sample 1
Proper Proceedings; Charter Documents. Borrower shall have taken all corporate proceedings necessary to authorize the Loan Documents and the transactions contemplated hereby and shall have delivered to the Bank a certificate, dated the Closing Date and signed by its Secretary, satisfactory to the Bank, respecting such proceedings and the incumbency of the officers executing the Loan Documents. Borrower shall have delivered to the Bank copies of its charter documents, including all amendments thereto, certified by the appropriate officer, and copies of its bylaws, including all amendments thereto, certified by the appropriate officer.
Sample 1

Related to Proper Proceedings; Charter Documents

  • Certified Copies of Charter Documents Each of the Banks shall have received from the Borrower and each of its Subsidiaries a copy, certified by a duly authorized officer of such Person to be true and complete on the Closing Date, of each of (a) its charter or other incorporation documents as in effect on such date of certification, and (b) its by-laws as in effect on such date.

  • Charter Documents Copies of the articles or certificates of incorporation or other charter documents of each Credit Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation and certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date.

  • Amendments to Charter Documents The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify its Charter Documents, except as set forth therein. The Company acknowledges that the purchasers of the Public Securities in the Offering shall be deemed to be third party beneficiaries of this Agreement and specifically this Section 3.22.

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

  • Charter Documents and Corporate Records 16 SECTION 3.6

  • Compliance with Organizational Documents The Seller shall comply with its limited liability company agreement and other organizational documents.

  • Modification of Organizational Documents Not permit the charter, by-laws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders.

  • Certified Copies of Organizational Documents The Agent shall have received from the Borrower a copy, certified as of a recent date by the appropriate officer of each State in which the Borrower, the Guarantors or any of their respective Subsidiaries, as applicable, is organized or in which the Real Estate is located and a duly authorized partner, member or officer of such Person, as applicable, to be true and complete, of the partnership agreement, corporate charter, declaration of trust or other organizational documents of the Borrower, the Guarantors, or any Subsidiary, as applicable, or its qualification to do business, as applicable, as in effect on such date of certification.

  • Amendment of Organizational Documents The Borrower will not, or will permit any Restricted Subsidiary to, amend, modify or waive any of its rights under its articles or certificate of incorporation, by-laws or other organizational documents, in either case, to the extent such amendment, modification or waiver would be adverse in any material respect to the rights or interests of the Lenders hereunder or under any other Loan Document.

  • Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc (i) Amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any Indebtedness of the Obligors or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date that is 120 days after the Final Maturity Date, would increase the interest rate applicable to such Indebtedness, or would change the subordination provision, if any, of such Indebtedness, or would otherwise be adverse to the issuer of such Indebtedness in any respect, (ii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption or other acquisition for value of any Indebtedness of the Obligors (including, without limitation, by way of depositing money or securities with the trustee therefor before the date required for the purpose of paying any portion of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness for any such Indebtedness, or make any prepayment, redemption or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, or (iii) (A) amend, modify or otherwise change its certificate of incorporation or bylaws (or other similar organizational documents), including, without limitation, by the filing or modification of any certificate of designation, other than to effect a merger or consolidation of Wholly-Owned Subsidiaries in accordance with Section 7.02 (c), or (B) amend, modify or otherwise change any agreement or arrangement entered into by it with respect to any of its Capital Stock (including any shareholders’ agreement), or enter into any new agreement with respect to any of its Capital 75 Stock, except any such amendments, modifications or changes or any such new agreements or arrangements pursuant to this clause (iii) that either individually or in the aggregate, could not (in the Agent’s reasonable judgment) reasonably be expected to have a Material Adverse Effect.

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