Resolution of Directors Sample Clauses

Resolution of Directors. Seller shall have delivered to ----------------------- Purchaser copies of resolutions of its Board of Directors and stockholders authorizing or ratifying the execution, delivery and performance by it of this Agreement and authorizing or ratifying acts of its officers and employees in carrying out the terms and provisions of this Agreement, certified by its corporate Secretary.
Sample 1
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Resolution of Directors. The Directors shall provide for the safe custody of the Seal and for an imprint thereof to be kept at the office of the Registered Agent of the Company. Except as otherwise expressly provided herein, the Seal when affixed to any written instrument, shall be witnessed and attested to by the signature of a Director or any other person so authorized from time to time by Ordinary Resolution of Directors. Such authorization may be before or after the Seal is affixed, may be general or specific and may refer to any number of sealings. The Directors may provide for a facsimile of the Seal and of the signature of any Director or authorized person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been signed as hereinbefore described.
Sample 1
Resolution of Directors. The Recipient shall provide to the City the Resolution of Directors that is attached to this agreement and marked as Schedule “B”, completed with the names of the two individuals who have been authorized, by a majority of the current directors of the Recipient*, to sign this agreement.*The names of all current directors must appear on (i) a current provincial corporation profile report, or (ii) a Form (1) Initial Return/Notice of Change” under the Corporations Information Act recently submitted to the Province of Ontario Ministry of Government Services, or (iii) the Industry Canada website for federally incorporated corporations. The Resolution of Directors shall be signed by a majority of the individuals who are the directors of the Recipient as of the date that this agreement is signed by the two authorized signing officers for the Recipient. The names of the two individuals that are inserted into Schedule “B” must match the names of the two individuals who actually sign this agreement on behalf of the Recipient.
Sample 1

Related to Resolution of Directors

  • Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

  • Designation of Directors The designees to the Board described above (each a “Designee”) shall be selected as follows:

  • Election of Directors Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

  • Resignation of Directors A director may resign at any time by delivering written notice to the Board, its Chairman (as hereinafter defined), if any, or the Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

  • Compensation of Directors Directors on the Board shall not be entitled to receive a fee for the director’s services as a director on the Board.

  • Indemnification of Directors OFFICERS, EMPLOYEES AND AGENTS

  • Appointment of Directors The Directors shall be appointed as follows:

  • Expenses of Directors The Company shall promptly reimburse in full, each director of the Company who is not an employee of the Company for all of his reasonable out-of-pocket expenses incurred in attending each meeting of the Board of Directors of the Company or any Committee thereof.

  • Remuneration of Directors The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

  • Removal of Directors Unless otherwise restricted by law, any Director or the entire Board of Directors may be removed or expelled, with or without cause, at any time by the Member, and, subject to Section 10, any vacancy caused by any such removal or expulsion may be filled by action of the Member.

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