RESOLUTIONS OF THE BOARD OF DIRECTORS. 7.1. 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.
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. OF XXXXXX GROUP OF SWEDEN, INC. (the "Corporation") RESOLVED, that the Managing Director, the President and any Vice President of the Corporation, by the signature of any one or more of them, be, and the same hereby are, authorized and directed to execute and deliver to Comerica Bank (hereinafter referred to as "Bank") in the name of and on behalf of the Corporation, with such changes in the terms and provisions thereof as the officer executing same shall, in his sole discretion, deem advisable, (i) a certain proposed Second Amendment to Second Amended and Restated Revolving Credit Loan Agreement (the "Agreement") in such form as is approved by the above-authorized officers; and (ii) such other agreements, documents, instruments, statements and writings as the officer or officers executing the same may deem desirable or necessary in connection with any of the foregoing; be it RESOLVED FURTHER, that said agreements and other statements in writing executed in the name and on behalf of the Corporation by the Managing Director, President or any Vice President shall be presumed conclusively to be the instruments, the execution of which is authorized by the resolutions; be it RESOLVED FURTHER, that the Board of Directors of the Corporation has determined that the benefits to be received under the Agreement as set forth in these resolutions are at least equal to the potential exposure and risk to the Corporation under the Agreement; be it RESOLVED FURTHER, that the aforementioned officers of the Corporation be, and the same hereby are, authorized and directed to execute, in the name of and on behalf of the Corporation, such other writings as are necessary in their dealings with Bank, and any such papers executed by any of them prior to this time are approved, ratified and confirmed; and that the Secretary and every Assistant Secretary of the Corporation be, and they severally hereby are, instructed to provide Bank, from time to time with lists of the persons who shall have been authorized by the Corporation to take the above action; and that such designations communicated to Bank shall continue in full force and effect until notice of revocation thereof is communicated to Bank at least ten (10) days prior to the effective date of termination of such authority; be it RESOLVED FURTHER, that any officer of the Corporation, by his signature, be, and the same hereby is, authorized and directed to certify to Bank the adoption of these resolutions; and be it RESOLVED FU...
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 EXHIBIT F SELLER’S GENERAL RELEASE 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...
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. The resolutions of the Board of Directors shall be recorded in writing. The minutes of any meeting of the Board of Directors will be signed by the Chairperson or the chairperson of the meeting or by any three (3) Directors. X00000000 Copies or extracts of written resolutions or minutes, to be produced in judicial proceedings or otherwise, may be signed by the sole Director or by any three (3) Directors acting jointly. In case of a sole Director, resolutions shall be documented in writing and signed by the sole Director.
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.
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. (1) Each director shall have one (1) vote.
RESOLUTIONS OF THE BOARD OF DIRECTORS. (1) Resolutions of the Board of Directors shall be adopted by a majority of the directors attending the meeting, with a majority of all directors being present.
