Resolutions. Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;
Appears in 4 contracts
Samples: Asset Purchase Agreement (Isolyser Co Inc /Ga/), Asset Purchase Agreement (Isolyser Co Inc /Ga/), Arden Plant Agreement (Isolyser Co Inc /Ga/)
Resolutions. Purchaser Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer) of Seller), of the resolutions resolutions, duly and validly adopted by the Board of Directors of Seller Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;
Appears in 4 contracts
Samples: Abbeville Plant Agreement (Isolyser Co Inc /Ga/), Arden Plant Agreement (Isolyser Co Inc /Ga/), Asset Purchase Agreement (Isolyser Co Inc /Ga/)
Resolutions. The Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Company, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Compost America Holding Co Inc), Stock Purchase Agreement (Compost America Holding Co Inc), Stock Purchase Agreement (Wasteco Ventures LTD)
Resolutions. Purchaser The Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Purchaser, of the resolutions duly and validly adopted by of the Purchaser's Supervisory Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;
Appears in 3 contracts
Samples: Share Purchase Agreement (Galileo International Inc), Share Purchase Agreement (Galileo International Inc), General Share Purchase Agreement (Galileo International Inc)
Resolutions. Purchaser The Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Buyer, of the resolutions duly and validly adopted by the Board of Directors of Seller the Buyer evidencing its authorization of the execution execution, delivery, and delivery performance of this Agreement and the consummation of the transactions contemplated hereby;Agreement.
Appears in 3 contracts
Samples: Asset Purchase Agreement (General Components, Inc.), Stock Purchase Agreement (Ugods, Inc.), Stock Purchase Agreement (General Components, Inc.)
Resolutions. The Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of the Seller, of the resolutions duly and validly adopted by the Board of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby;
Appears in 3 contracts
Samples: Stock Purchase Agreement (Viacom Inc), Stock Purchase Agreement (Wherehouse Entertainment Inc /New/), Stock Purchase Agreement (Pearson PLC)
Resolutions. Purchaser Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of SellerPurchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Chancellor Broadcasting Co /De/), Asset Purchase Agreement (Chancellor Media Corp of Los Angeles), Stock Purchase Agreement (Viacom Inc)
Resolutions. Purchaser The Sellers shall have received a true and complete copycopies, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellereach of the Purchaser and the Purchaser Guarantor, of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser and the Purchaser Guarantor evidencing its their authorization of the execution and delivery of each of this Agreement and the Assumption Agreement to which it is a party and the consummation of the transactions contemplated hereby;hereby and thereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (GateHouse Media, Inc.), Asset Purchase Agreement (GateHouse Media, Inc.)
Resolutions. Purchaser The Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellereach of the Purchaser and the Parent, of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser and the Parent respectively, evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby;hereby and thereby; and
Appears in 2 contracts
Samples: Stock Purchase Agreement (Viacom Inc), Stock Purchase Agreement (Pearson PLC)
Resolutions. Purchaser The Sellers shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Purchaser, of the resolutions duly and validly adopted by of the Purchaser's Supervisory Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;
Appears in 2 contracts
Samples: General Partnership Interest Purchase Agreement (Galileo International Inc), General Partnership Interest Purchase Agreement (Galileo International Inc)
Resolutions. Purchaser Sellers shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of SellerPurchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby;
Appears in 2 contracts
Samples: Asset Purchase Agreement (Titan International Inc), Asset Purchase Agreement (Titan International Inc)
Resolutions. Purchaser The Sellers shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Purchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;
Appears in 2 contracts
Samples: Stock Purchase Agreement (Dycom Industries Inc), Stock Purchase Agreement (Consoltex Inc/ Ca)
Resolutions. The Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellereach of the Sellers, of the resolutions duly and validly adopted by the Board of Directors or other governing body of Seller each of the Sellers evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby;hereby and thereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (GateHouse Media, Inc.), Asset Purchase Agreement (GateHouse Media, Inc.)
Resolutions. Purchaser The Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Purchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;; and
Appears in 1 contract
Samples: Stock Purchase Agreement (United Capital Corp /De/)
Resolutions. Purchaser The Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Purchaser and the Guarantor, of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser and the Guarantor evidencing its authorization of the execution and delivery of this Agreement and the other agreements to be executed by the Purchaser as contemplated hereby and the consummation of the transactions contemplated hereby;
Appears in 1 contract
Samples: Stock Purchase Agreement (United Companies Financial Corp)
Resolutions. Purchaser The Seller shall have received a true and complete copy, certified by a duly authorized officer of the Secretary or an Assistant Secretary (or equivalent officer) of SellerPurchaser, of the resolutions duly and validly adopted by the Board board of Directors directors of Seller the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby;hereby and thereby; and
Appears in 1 contract
Resolutions. Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;.
Appears in 1 contract
Samples: Purchase Agreement (Amtec Inc)
Resolutions. Purchaser Parent and Buyer shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent similar officer) of Seller, Seller of the resolutions duly and validly adopted by the Board board of Directors directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby and thereby;
Appears in 1 contract
Resolutions. Purchaser The Seller shall have received a true and complete ----------- copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Purchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;.
Appears in 1 contract
Samples: Asset Purchase Agreement (Home Products International Inc)
Resolutions. The Purchaser shall have received a true and ----------- complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of the Seller, of the resolutions duly and validly adopted by the Board of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;.
Appears in 1 contract
Samples: Asset Purchase Agreement (Home Products International Inc)
Resolutions. Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;.
Appears in 1 contract
Samples: Asset Purchase Agreement (Chancellor Media Corp of Los Angeles)
Resolutions. The Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellereach Seller and the Seller Guarantor, of the resolutions duly and validly adopted by the Board of Directors of each Seller and the Seller Guarantor evidencing its their authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby;
Appears in 1 contract
Samples: Asset Purchase Agreement (Garden State Newspapers Inc)
Resolutions. Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;; and
Appears in 1 contract
Samples: Asset Purchase Agreement (Chancellor Broadcasting Co /De/)
Resolutions. Purchaser The Sellers shall have received a true and complete ----------- copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Purchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby;
Appears in 1 contract
Resolutions. The Purchaser shall have received a true and complete copy, certified by a duly authorized officer of the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated herebyhereby and thereby;
Appears in 1 contract
Resolutions. Purchaser Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of SellerPurchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;; and
Appears in 1 contract
Resolutions. Purchaser shall have received a true and complete ----------- copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;
Appears in 1 contract
Resolutions. Purchaser Seller shall have received a true and complete copycopy of the resolutions of Buyer's Board of Directors, certified by the Buyer's Secretary or an Assistant Secretary (or equivalent officer) of and in form and substance satisfactory to Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;.
Appears in 1 contract
Resolutions. Purchaser The Buyer shall have received a true and complete copy, certified by a director of the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the resolutions duly and validly adopted by the Board of Directors of the Seller evidencing its authorization of the execution execution, delivery, and delivery performance of this Agreement and the consummation of the transactions contemplated hereby;Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Shanghai Century Acquisition Corp)
Resolutions. Purchaser The Seller shall have received a true and complete copy, certified by a director of the Secretary or an Assistant Secretary (or equivalent officer) of SellerBuyer, of the resolutions duly and validly adopted by the Board of Directors of Seller the Buyer evidencing its authorization of the execution execution, delivery, and delivery performance of this Agreement and the consummation of the transactions contemplated hereby;Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Shanghai Century Acquisition Corp)
Resolutions. Purchaser Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent similar officer) of Seller, Parent and Buyer of the resolutions duly and validly adopted by the Board board of Directors directors and stockholders of Seller Parent and Buyer evidencing its their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby and thereby;
Appears in 1 contract
Resolutions. Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;
Appears in 1 contract
Resolutions. Purchaser The Sellers shall have received a true and complete copycopies, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellereach of the Purchaser and the Purchaser Guarantor, of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser and the Purchaser Guarantor evidencing its their authorization of the execution and delivery of each of this Agreement and the Assumption Agreement to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby;
Appears in 1 contract
Samples: Asset Purchase Agreement (Garden State Newspapers Inc)
Resolutions. Purchaser The Seller's Representative shall have received a true and complete copy, certified by an officer of the Secretary or an Assistant Secretary (or equivalent officer) of SellerBuyer, of the resolutions duly and validly adopted by the Board of Directors of Seller the Buyer evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby;hereby and thereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Daisytek International Corporation /De/)
Resolutions. Purchaser Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of SellerPurchaser, of the resolutions duly and validly adopted by the Executive Committee of the Board of Directors of Seller Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and such other customary documents as Seller may reasonably request evidencing Purchaser's existence, good standing and authority to enter into this Agreement and consummate the transactions contemplated hereby;
Appears in 1 contract
Resolutions. Purchaser Seller shall have received a true and complete copy, ----------- certified by the Secretary or an Assistant Secretary (or equivalent officer) of SellerPurchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;.
Appears in 1 contract
Resolutions. Purchaser Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, copy of the resolutions duly and validly adopted by of the Board of Directors of Seller evidencing its authorization of Purchaser, certified by Purchaser’s Secretary, authorizing the execution execution, delivery and delivery performance of this Agreement and the other documents referred to herein to be executed by Purchaser, and the consummation of the transactions contemplated hereby;.
Appears in 1 contract
Samples: Stock Purchase Agreement (Federal Signal Corp /De/)
Resolutions. Purchaser The Seller shall have received a true and complete ----------- copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Purchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby;hereby and thereby; and
Appears in 1 contract
Resolutions. Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the resolutions duly and validly adopted by the Board of Directors partners of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and such other customary documents as Purchaser may reasonably request evidencing Seller's existence, good standing and authority to enter into this Agreement and consummate the transactions contemplated hereby;
Appears in 1 contract
Resolutions. Purchaser Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of SellerPurchaser and, to the extent applicable, AmTec, of the resolutions duly and validly adopted by the Board of Directors of Seller Purchaser and the Board of Directors of AmTec, as the case may be, evidencing its their respective authorization of the execution and delivery of this Agreement and the Registration Agreement, respectively, and the consummation of the transactions contemplated hereby;hereby or thereby.
Appears in 1 contract
Samples: Purchase Agreement (Amtec Inc)
Resolutions. Purchaser The Sellers shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, the Purchaser of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the other agreements to be executed by the Purchaser as contemplated hereby and the consummation of the transactions contemplated hereby;
Appears in 1 contract
Resolutions. Purchaser The Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Purchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby;hereby and thereby; and
Appears in 1 contract
Samples: Stock Purchase Agreement (Wherehouse Entertainment Inc /New/)
Resolutions. Purchaser The Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Purchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby and thereby;
Appears in 1 contract
Samples: Stock Purchase Agreement (Republic Resources Inc /Co/)
Resolutions. The Purchaser shall have received a true and ----------- complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of the Seller and each Asset Seller, of the resolutions duly and validly adopted by the Board of Directors of the Seller and each Asset Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is to be a party and the consummation of the transactions contemplated herebyhereby and thereby;
Appears in 1 contract
Resolutions. The Purchaser shall have received a true and complete copycopies, certified by the a Secretary or an Assistant Secretary (or equivalent officer) of the Seller, of the resolutions duly and validly adopted by the Board of Directors of the Seller and the shareholders of the Seller evidencing its their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;
Appears in 1 contract
Resolutions. Purchaser Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of SellerPurchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby;
Appears in 1 contract
Resolutions. Purchaser Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of SellerPurchaser, of the resolutions duly and validly adopted by the Executive Committee of the Board of Directors of Seller Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and such other customary documents as Seller may reasonably request evidencing Purchaser's existence, good standing and authority to enter into this Agreement and consummate the transactions contemplated hereby;; and
Appears in 1 contract
Resolutions. Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and such other customary documents as Purchaser may reasonably request evidencing Seller's existence, good standing and authority to enter into this Agreement and consummate the transactions contemplated hereby;
Appears in 1 contract
Resolutions. The Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the Company resolutions duly and validly adopted by the Board of Directors of Seller the Company evidencing its authorization of the execution and delivery of this Agreement and the other agreements to be executed by the Company as contemplated hereby and the consummation of the transactions contemplated hereby;
Appears in 1 contract