RESOLUTIONS OF THE BOARD OF DIRECTORS Sample Clauses

RESOLUTIONS OF THE BOARD OF DIRECTORS. The PARTIES shall be bound to direct the members of the Board of Directors of COMPANY, the SUBSIDIARIES and ASSOCIATED COMPANIES elected thereby (sub-clause 8.2.1) to vote in the meetings of the Board of Directors, as resolved in the PREVIOUS MEETINGS and the provisions herein.
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RESOLUTIONS OF THE BOARD OF DIRECTORS. The ------------------------------------- Buyer shall have furnished the Seller at the Closing with certified copies of resolutions duly adopted by the Board of Directors of the Buyer, which resolutions shall authorize the execution, delivery and performance by the Buyer of this Agreement, the Substitute Note, and the Term Loan Assignment Agreement, the Buyer's Pipeline Lease Guaranty and related commitments to be provided pursuant to Section 5.3.6 and the Insurance Novation Agreement.
RESOLUTIONS OF THE BOARD OF DIRECTORS. The undersigned, constituting all of the members of the Board of Directors of Diversified Product Inspections, Inc. , a Florida corporation (the “ Corporation ”), hereby consent, in writing, to the actions embodied in the following resolutions, without a meeting: RESOLVED , that XXX XXXXXXXX is appointed to the Board of Directors of the Corporation; and be it further RESOLVED, that, Section 3.01 of the Corporation’s Bylaws is amended to change to permissible number of Directors from a minimum of 3 and a maximum of 9 to a minimum of 1 and a maximum of 5 (the “ Bylaw Amendment ”); and be it further RESOLVED , that any Officer of the Corporation be, and each of them hereby is, authorized, empowered and directed to file the Bylaw Amendment with the records of the Corporation; and be it further RESOLVED , that the resignations of XXXX XXX XXXX, XXX XXXXXXX, XXXXXX XXXXX, XXXXXXX XXXXXXXXX and XXXXXX XXXXXXX as Officers of the Corporation are hereby accepted; and be it further RESOLVED , that XXX XXXXXXXX, is appointed the sole Officer of the Corporation; and be it further RESOLVED , that the resignations of XXXX XXX XXXX, XXX XXXXXXX, XXXXXX XXXXX, XXXXXXX XXXXXXXXX and XXXXXX XXXXXXX as Directors of the Corporation are hereby accepted. Dated: _____________________ __, 2008 Xxxx Xxx Xxxx Xxx Xxxxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxxx This General Release of Seller (this “ Release ”) is being executed and delivered in accordance with Section 2(h) of the Settlement Agreement and Asset Purchase Agreement dated as of September ________, 2008 (the “ Asset Purchase Agreement ”) by and among Diversified Product Inspections, LLC, a Tennessee limited liability company (the “Buyer”), Diversified Product Inspections, Inc., a Florida corporation (the “Seller”), Xxxx Xxx Xxxx, Xxx Xxxxxxx, and Xxxxxx Xxxxx (collectively, the “Management”) and Sofcon, Limited, a Belize corporation, EIG Venture Capital, Limited, a Belize corporation, and EIG Capital Investments, Limited, a Belize corporation (collectively, the “Plaintiffs”). Capitalized terms used in this Release without definition have the respective meanings ascribed to them in the Asset Purchase Agreement. The Seller acknowledges that execution and delivery of this Release is a condition to the Plaintiffs’ obligation to enter into the Asset Purchase Agreement and to consummate the transactions contemplated by the Asset Purchase Agreement, and that the Plaintiffs are relying on this Release in consummating such ...
RESOLUTIONS OF THE BOARD OF DIRECTORS. Meetings of the Board of Directors are convened by the Chairman, and shall address all matters set forth in the agenda of the meeting by the Chairman or by a simple majority of the Board of Directors. However, at least one third of the Board members may request the Chairman to call the Board meeting for a specific agenda if the Board has not met for more than two months. Where applicable, the Chief Executive Officer may also request the Chairman to call the Board meeting for a specific agenda. The Chairman must comply with the requests referred to in paragraphs 2 and 3 of this article and call the Board meeting. Meetings may be convened in any manner, including orally. The Board of Directors may not validly deliberate unless at least half of its members are present. Decisions are taken upon a majority vote of the members present or represented. In case of deadlock, the Chairman’s vote will be decisive. A director may grant another director a power of attorney in writing to represent him at a Board meeting. Each Director receives only one proxy card per meeting and consequently is only entitled to one vote for himself and one for the Director being represented. Are deemed present for the calculation of the quorum and majority Directors attending the Board Meeting by any means permitted by law, such as videoconferencing or telecommunication which the nature and conditions of application are determined by the regulations in force, subject to the provisions of the later. The Directors, and any person called to attend meetings of the Board of Directors, are obliged to maintain confidentiality with respect to privileged information indicated as such by the chairman. Minutes of meetings will be prepared and copies or excerpts of the proceedings will be certified in accordance with law.
RESOLUTIONS OF THE BOARD OF DIRECTORS. RESOLVED, that this Company be, and hereby is, authorized to borrow and receive up to an aggregate amount of $275,000,000 under a revolving credit facility, including a $10,000,000 letter of credit subfacility (the "LOANS"), as set forth in the Third Amended and Restated Credit Agreement between Company, the Chase Manhattan Bank, as administrative agent for the Banks ("AGENT"), and other lenders signatory thereto (the "BANKS"); and be it further RESOLVED, that any officer of this Company is hereby authorized and empowered to agree upon with the Agent and the Banks the terms and provisions of and execute and deliver for and on behalf of this Company the Third Amended and Restated Credit Agreement, promissory notes, certificates, borrowing, conversion or continuation notices in connection with the Loans; and be it further RESOLVED, that this Company grant to the Agent and the Banks a lien upon and/or a security interest in such assets of this Company as may be agreed upon between any of said officers and the Agent and Banks as security for this Company's indebtedness, obligations and liabilities to the Banks under the Third Amended and Restated Credit Agreement and the other agreements executed in connection therewith; and that any of said officers are authorized to execute and deliver for and on behalf of this Company, mortgages, deeds of trust, assignments, security or pledge agreements, financing statements and such other instruments as may be required by the Banks in connection with such lien and/or security interest and containing such terms and conditions as may be acceptable or agreeable to any of said officers, including, without limitation, a waiver of appraisement, pact de non alienando, confession of judgment and the usual Louisiana security clauses; such acceptance and agreement to be conclusively evidenced by any of said officer's execution; and be it further RESOLVED, that any of said officers are authorized and empowered to do or cause to be done all such acts or things and to sign and deliver, or cause to be signed and delivered, all such amendments, supplements, extensions and other documents, instruments or certificates (including without limitation any and all amendments, supplements, extensions and other documents, notices and certificates required or permitted to be given or made to the Agent and the Banks under the terms of any of the instruments executed on behalf of this Company in connection with the Third Amended and Restated Credit...
RESOLUTIONS OF THE BOARD OF DIRECTORS. 35.1 The board of directors shall be convened at least quarterly in order to discuss, among other things, the report drawn up by the CEO responsible for the activities carried out during the previous quarter and for the plans for the subsequent quarter. The CFO shall be invited to attend such meetings. The board of directors meeting shall take place in the location specified in the notice of calling, at the registered office or elsewhere within the EU territory, every time the chairman, vice-chairman or the board of statutory auditors deem it to be necessary. 35.2 The meeting shall be called at least three days prior to the meeting via letter to be sent by telefax, telegram or e-mail to each director or statutory auditor. 35.3 In case of urgency, the meeting may be called with a letter to be sent by telefax, telegram or e-mail with at least 24 hour’s notice. 35.4 The board of directors’ meeting shall be validly constituted with the attendance of at least four directors and shall pass resolutions with the favourable vote of at least four directors. 35.5 The board may also meet and validly pass resolutions through means of telecommunication, as per Article 25.2 above. 35.6 Even if not formally convened, the board of directors’ meeting is validly constituted when all of the directors and statutory auditors in office are present. 35.7 The board of directors’ meetings shall be chaired by the chairman or, if he is absent, by the vice-chairman or, if both are absent, by the director with the most years in office or who is the eldest in terms of age. 35.8 Votes cannot be cast by proxy.
RESOLUTIONS OF THE BOARD OF DIRECTORS. The Sellers will have received from the Buyer certified copies of the resolutions of the Board of Directors of the Buyer approving this Agreement and authorizing the consummation of the transactions contemplated hereby (the "Buyer's Board Resolutions").
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RESOLUTIONS OF THE BOARD OF DIRECTORS. Except as otherwise required by this Agreement or as provided for in the Articles of Incorporation of RADIATEC resolutions of the Board of Directors shall be adopted (i) at a
RESOLUTIONS OF THE BOARD OF DIRECTORS or of any new or successor employer of the affected Participants, shall authorize such transfer of assets, and, in the case of the new or successor employer of the affected Participants, its resolutions shall include an assumption of liabilities imposed under this Plan with respect to such Participants' inclusion in the new employer's plan; and
RESOLUTIONS OF THE BOARD OF DIRECTORS. The Company's board of directors has approved the exercise by the Purchaser of its rights to acquire equity securities of the Company pursuant to the Securities Purchase Agreements (as defined in Section 5.4), and the acquisition of such equity securities by the Purchaser and any subsequent business combination between the Purchaser and the Company has been approved by the Company's board of directors for the purposes of Section 203(a)(1) of the Delaware General Corporation Law. The Company's board of directors has resolved to recommend to the Company's holders of capital stock, options and warrants that they execute and deliver Securities Purchase Agreements.
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