RESOLVED FURTHER. That this corporation hereby ratifies and confirms the acts of the officer, agents or employees of this corporation in heretofore entering into any Equipment Lease Agreement, Equipment Financing Agreement, commitment or other agreement with Lessor/Secured Party together with any other acts performed in relation thereto. RESOLVED FURTHER: That the Secretary of this corporation be and he/she is hereby authorized and directed to execute, acknowledge and deliver a certified copy of these resolutions to Lessor/Secured Party and any other person or agency which may require a copy of these resolutions. RESOLVED FURTHER: That the following are the true names and specimen signatures of the incumbent officers of this corporation authorized by these resolutions to so execute, acknowledge and deliver said Equipment Lease Agreement, Equipment Financing Agreement or other agreement, said commitments and said further agreements. (Type names below) (Title) (For Signature) Xxxxxx Xxxx President /s/ Xxxxxx X. Xxxx Xxxxx Xxxxxx Secretary /s/ Xxxxx X. Xxxxxx Xx.
RESOLVED FURTHER that the Authorized Officers of the Company be, and each of them hereby is, authorized to sign, execute, certify to, verify, acknowledge, deliver, accept, file and record any and all such additional agreements, instruments, certificates, documents, reports, and schedules (including, but not limited to, any increases, renewals, extensions, amendments, modifications, restatements or waivers of any of the foregoing or of any of the Loan Agreement, Warrants or Transaction Documents), and to take, or cause to be taken, any and all such action, in the name and on behalf of the Company, which shall be required to consummate any of the foregoing resolutions (including but not limited to opening bank accounts with Comerica and/or the consummation of the Contemplated Transactions or any increase, renewal, extension, amendment, modification, restatement or waiver thereof) or which any Authorized Officer shall, in such Authorized Officer’s sole discretion, deem necessary or appropriate and in the best interest of the Company in order to effect the purposes of the foregoing resolutions, and such Authorized Officer’s signature, or such actions taken by such Authorized Officer, shall be conclusive evidence that such Authorized Officer did deem same to be necessary or appropriate and in the best interest of the Company in order to effect such purposes; provided that attestation of any agreement or document by the Secretary or an Assistant Secretary of the Company shall not be required for the validity thereof, except to the extent expressly required by applicable law. RESOLVED FURTHER: that all actions heretofore taken by the Authorized Officers and directors of the Company with respect to the foregoing transactions and all other matters contemplated by the foregoing resolutions are hereby approved, adopted, ratified and confirmed. RESOLVED FURTHER: that the foregoing resolutions may be relied upon by any Lender until receipt and written acknowledgment thereby of written notice of their amendment or rescission and that any such receipt and acknowledgment shall not affect any action taken by any Lender in reliance on the foregoing resolutions prior thereto.
RESOLVED FURTHER. That the authorized officers be, and they hereby are, individually authorized, directed and empowered, in the name of this corporation, to do or cause to be done all such further acts and things as they shall deem necessary, advisable, convenient, or proper in connection with the execution and delivery of any such lease and in connection with or incidental to the carrying of the same into effect, including, without limitation the execution, acknowledgment, and delivery of any and all instruments and documents which may reasonably be required by Lessor under or in connection with any such lease.
RESOLVED FURTHER. That the Board, having considered all information material to the valuation of the Company’s Common Stock, including, but not limited to, the Valuation Factors, hereby determines in good faith that (i) no events affecting the Company have occurred between the Valuation Date and the date hereof that would materially affect the fair market value of the Company’s Common Stock, and (ii) the fair market value of the Company’s Common Stock remains $__________ per share as of the date hereof.]
RESOLVED FURTHER. That this corporation hereby ratifies and confirms the acts of the officers, agents or employees of this corporation in heretofore entering into any Equipment Lease Agreement, Equipment Financing Agreement, commitment or other agreement with Lessor/Secured Party together with any other acts performed in relation thereto. RESOLVED FURTHER: That the Secretary of this corporation be and he/she is hereby authorized and directed to execute, acknowledge and deliver a certified copy of these resolutions to Lessor/Secured Party and any other person or agency which may require a copy of these resolutions. RESOLVED FURTHER: That the following are the true names and specimen signatures of the incumbent officers of this corporation authorized by these resolutions to so execute, acknowledge and deliver said Equipment Lease Agreement, Equipment Financing Agreement or other agreement, said commitments and said further agreements. (Type names below) (For Signature) _____________________________, President X ________________________ _____________________________, Vice Pres. X ________________________ Mark X. Xxxxxx /s/ Mark X. Xxxxxx _____________________________, Secretary X ________________________ Vice President of Gregxxx Xxxxxxx Administration /s/ Gregxxx Xxxxxxx _____________________________,__________ X ________________________ (Title) RESOLVED FURTHER: That Lessor/Secured Party is authorized to act upon these resolutions until written notice of the revocation thereof is delivered to Lessor/Secured Party, any such revocation in no way to affect the obligations of this corporation to Lessor/Secured Party under any agreements entered into by this corporation pursuant to the terms of these resolutions prior to receipt by Lessor/Secured Party of such notice of revocation.
RESOLVED FURTHER. That the officers of this Company and any designee of such officers (collectively, the “Authorized Officers”), be, and each of them hereby is, individually authorized and empowered to execute and deliver, in the name and on behalf of the Company, the Loan Agreement and all other documents and agreements required to be executed pursuant to the terms of the Loan Agreement (together with the Loan Agreement and the Equity Rights Letter, such documents and agreements shall be referred to herein as the “Credit Documents”), including, without limitation, any promissory notes, security agreements, pledge agreements, guaranties, account control agreements, applications for letters of credit and other collateral security documents, and all such other documents which are deemed to be necessary and advisable in order to carry out the terms and the conditions of the Credit Documents, and that the terms and conditions of the Credit Documents are hereby approved, with such changes as may be approved by any Authorized Officer, such approval to be conclusively evidenced by the execution and delivery of any Credit Documents by any such Authorized Officer.
RESOLVED FURTHER. That the proper officers of the Corporation are hereby authorized, jointly and severally, in the name and on behalf of the Corporation, to take all such further actions and to execute all such documents as they may deem necessary or appropriate in connection with the issuance of the Rights and the shares of Preferred Stock issuable upon exercise of the Rights in order to comply with the Securities Act of 1933, as amended, and the Exchange Act, as amended.
RESOLVED FURTHER. That the President or any Vice President and the Secretary or any Assistant Secretary of this corporation be, and they hereby are, authorized and directed to prepare and file a Certificate of Determination of Rights, Preferences and Privileges in accordance with the foregoing resolution and the provisions of California law and to take such actions as they may deem necessary or appropriate to carry out the intent of the foregoing resolution.”
RESOLVED FURTHER. That the forms of stock option agreement, restricted stock purchase agreement and restricted stock agreement, in substantially the forms attached hereto as Exhibit E, Exhibit F, and Exhibit G, respectively, are hereby approved for purposes of documenting awards granted under the Plan, with such modifications or amendments to each form, or any individual agreement, as may be approved by the officers of the Company, or any of them individually, provided that any such changes do not individually, or in the aggregate, have a material financial, legal, tax or accounting impact on the Company or any of its affiliates.
RESOLVED FURTHER that any one of the persons designated above with a checked box beside his or her name may, from time to time, add or remove any individuals to and from the above list of persons authorized to act on behalf of Borrower. RESOLVED FURTHER, that such individuals may, on behalf of Borrower: Borrow Money. Borrow money from Silicon Valley Bank (“Bank”). Execute Loan Documents. Execute any loan documents Bank requires.
