Required Action. All actions and proceedings necessary to be taken by or on the part of Buyer in connection with the transactions contemplated by this Agreement have been duly and validly taken, and this Agreement and each other agreement, document and instrument to be executed and delivered by or on behalf of Buyer pursuant to, or as contemplated by, this Agreement (collectively, the "Buyer Documents") has been duly and validly authorized, executed and delivered by Buyer. Buyer has full right, authority, power and capacity to execute and deliver this Agreement and each other Buyer Document and to carry out the transactions contemplated hereby and thereby. This Agreement and each other Buyer Document constitutes, or when executed and delivered will constitute, the legal, valid and binding obligations of Buyer enforceable in accordance with its respective terms.
Required Action. All required action has or will have been taken by the Company under the Securities Act and the rules and regulations of the Commission thereunder to effect the public offering and consummate the sale of the Shares as provided in this Agreement.
Required Action. Each Pledgor shall take all action, including the actions specified on Schedule 1.03, that may be necessary, or that the Security Agent may reasonably request, so as at all times (i) to maintain the validity, perfection, enforceability and priority of the Security Interest in the Collateral in conformity with the requirements of Section 1.02, (ii) to protect and preserve the Collateral and (iii) to protect and preserve, and to enable the exercise or enforcement of, the rights of the Security Agent therein and hereunder and under the other Collateral Documents.
Required Action. At or prior to the Effective Time, the Company, the Board of Directors and the compensation committee of the Board of Directors, as applicable, shall adopt any and all resolutions and take any and all other actions which are reasonably necessary to effectuate the provisions of Sections 1.08(a), (b) and (c). The Company shall take all commercially reasonable actions to ensure that from and after the Effective Time neither Parent nor the Surviving Corporation will be required to deliver any payments (other than as set forth in this Section 1.08 or Section 1.09 below), any shares of Company Stock or other capital stock of the Company or Parent to any Person pursuant to or in settlement of Stock Options or Company Awards.
Required Action. All actions and proceedings necessary to be taken by or on the part of Seller in connection with the transactions contemplated by this Agreement have been duly and validly taken, and this Agreement and each other agreement, document and instrument to be executed and delivered by or on behalf of Seller pursuant to, or as contemplated by, this Agreement (collectively, the "Seller Documents") has been duly and validly authorized, executed and delivered by Seller and no other action on the part of Seller is required in connection therewith. Seller has full right, authority, power and capacity to execute and deliver this Agreement and each other Seller Document and to carry out the transactions contemplated hereby and thereby. This Agreement and each other Seller Document constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of Seller, enforceable in accordance with its respective terms.
Required Action. All actions and proceedings necessary to be taken by or on the part of Seller in connection with the transactions contemplated by this Agreement have been duly and validly taken or will have been duly and validly taken prior to Closing, and this Agreement and each other agreement, document and instrument to be executed and delivered by or on behalf of Seller pursuant to, or as contemplated by, this Agreement (collectively, the "Seller Documents") has been or shall be duly and validly authorized, executed and delivered by Seller and no other action on the part of Seller or its officers, directors or shareholders shall be required in connection therewith. Each of Seller and the Principal Shareholder have full right, authority, power and capacity to execute and deliver this Agreement and each other Seller Document and to carry out the transactions contemplated hereby and thereby. This Agreement and each other Seller Document constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of each of Seller and the Principal Shareholder enforceable in accordance with its respective terms.
Required Action. The Pledgor shall take all actions, including the action specified on Schedule 1.03, that may be necessary or desirable, or that the Secured Party may request, so as at all times (i) to maintain the validity, perfection, enforceability and priority of the Security Interest in the Collateral in conformity with the requirements of Section 1.02, (ii) to protect and preserve the Collateral and (iii) to protect and preserve, and to enable the exercise or enforcement of, the rights of the Secured Party therein and hereunder and under the other Collateral Documents.
Required Action. At or prior to the Effective Time, the Company, the Board of Directors and the compensation committee of the Board of Directors, as applicable, shall adopt any and all resolutions and take any and all actions which are necessary to effectuate the provisions of Section 1.09(a)and (b).
Required Action. Upon direction (written or oral) by the Company, Nominee shall execute any documents or instruments relating to or in connection with the Property.
Required Action. If the escrow deposit is older (as defined above) than the zone file, and the zone file shows the domain object is available, then the pending* status will be discarded. If the escrow deposit is newer (as defined above) than the zone file, then the pending* status will be respected. pendingTransfer If an escrow deposit domain object is in a pendingTransfer status, it must be treated as if it is correct and follow the existing described rules above, and it should be added to the SRS. The pendingTransfer state should be reflected in SRS, even though the EBERO will not perform the transfer. Dispute resolution may be required to resolve any conflict if it is wrong, and it needs to be flagged in the log as a potential area of discrepancy. pendingCreate Objects in a pendingCreate status leave substantial ambiguity as to who the registrant is supposed to be. However, that ambiguity could be addressed as import rules or through dispute resolution. If the escrow deposit is older (as defined above) than the zone file, and the zone file shows the domain object is available, and the escrow deposit contains multiple instances of the same domain name in pendingCreate, then the domain object should be created with placeholder records (because we do not know who the registrant is). Dispute resolution will be required to resolve the conflict and the records need to be flagged as a potential area of discrepancy. If the escrow deposit is older (as defined above) than the zone file, and the zone file shows the domain object is available, and the escrow deposit contains only one instance the same domain name in pendingCreate, then the domain object should be created in the SRS sponsored by and registered to whomever the escrow deposit specifies. This situation should also be flagged as a potential area of discrepancy, however, and the dispute resolution process may be used if needed. Figure 22: Management of pending* Status in Escrow Deposits
