VOTED Sample Clauses

VOTED. That pursuant to authority conferred upon and vested in the Board of Directors by the Restated Articles of Organization, as amended as of the date hereof (the "Articles of Organization"), of American Science and Engineering, Inc. (the "Corporation"), the Board of Directors hereby establishes and designates a series of Preferred Stock of the Corporation and hereby fixes and determines the preferences, voting powers, qualifications and special and relative rights of the shares of such series, in addition to those set forth in the Articles of Organization, as follows:

VOTED. That pursuant to the authority conferred upon the Board of Directors of the Corporation by the provisions of the Restated Articles of Organization of the Corporation, as amended, the proper officers of the Corporation are authorized to file with the Secretary of the Commonwealth of Massachusetts a Certificate of Vote of Directors establishing a series of shares of Preferred Stock, $1.00 par value per share, and that of the 1,000,000 authorized shares of Preferred Stock, $1.00 par value per share, 30,000 shares are hereby designated as Series F Junior Participating Preferred Stock, the relative rights, preferences, powers, privileges and restrictions, qualifications and limitations granted to or imposed upon such series of shares to be as follows:

VOTED. To approve a lease of approximately 10,888 rentable square feet of space for terms of 6 years with respect to Suite 100 in the building commonly known as 5626 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ San Diego, which lease grants the Corporation an option to extend the term for n/a terms of n/a years each, substantially in the form of the draft presented at this meeting, a copy of which shall be placed on file in the office of the [Secretary/Clerk] and be incorporated by reference in this vote;

VOTED. That the Restated Certificate of Incorporation of this Corporation be amended, subject to stockholder approval, as follows:

VOTED. That the Chairman, the President, any Vice President or Treasurer of the Corporation, signing singly, and their respective successors in office, be and they hereby are authorized, empowered and directed on behalf of the Corporation to do and perform all acts and things and to execute, acknowledge and deliver all instruments and documents of whatsoever kind and nature necessary or incidental to or required by Fleet Precious Metals Inc., a Rhode Island corporation ("FPM"), for the transaction of all of the business of the Corporation with FPM, and, without limiting the generality of the foregoing, in particular (i) to sign, endorse or deposit any and all drafts, notes, acceptances, documents of title, contracts for the opening of commercial credits and for the creation of acceptances, and spot or forward contracts in foreign exchange, and the use is hereby authorized of a rubber stamp endorsement on drafts, notes and acceptances whose proceeds are credited to any account of the Corporation with FPM; (ii) to borrow and otherwise effect consignments, loans and advances or any extensions of credit, at any time and in any amount or form, for this Corporation from FPM; (iii) to sell to or discount with FPM any or all commercial paper, receivables and other evidences of debt at any time held by the Corporation; and (iv) to pledge, hypothecate, mortgage, assign, transfer, endorse and deliver to FPM as security for the payment of any obligation at any time owed to FPM, any and all property of every description, real or personal, and any interest therein at any time held by the Corporation; and it is further VOTED: That the Corporation enter into a First Amendment and Agreement (the "Amendment Agreement") with FPM pursuant to which the parties will amend that certain Amended and Restated Consignment Agreement by and between FPM and the Corporation dated as of June 30, 2000 (the "Consignment Agreement"): (i) to extend the maturity of the consignment facility to August 15, 2002; (ii) to reduce the facility limit and to amend the equity gold, financial reporting and several other terms and covenants contained therein; (iii) to provide for the issuance of a standby letter of credit to further secure the obligations of the Corporation to FPM; (iv) to provide for Certain standard documentation provisions common to all facilities extended by FleetBoston Financial Corporation affiliates; and (v) to make certain other conforming or otherwise necessary changes in the Consignme...

VOTED. That , the of the corporation, be and hereby is authorized to affix the Corporate Seal, sign and deliver in the name and behalf of the corporation contract documents with the Town of Berkley, the above mentioned documents to include but not be limited to Bids, Proposals, Deeds, Purchase and Sales Agreements, Agreements, Contracts, Leases, Licenses, Releases and Indemnifications; and also to seal and execute, as above, surety company bonds to secure bids and proposals and the performance of said contract and payment for labor and materials, all in such form and on such terms and conditions as he/she, by the execution thereof, shall deem proper. A true copy ATTEST: Name (printed) (Affix Corporate Seal) Signature Title Date

VOTED. To approve a lease of approximately 5,894 rentable square feet of space for a term of approximately three years in the building commonly known as Building B, Lakewood on the Park, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ substantially in the form of the draft presented at this meeting, a copy of which shall be placed on file in the office of the [Secretary/Clerk]and be incorporated by reference in this vote;

VOTED. That the Custody Agreement, in substantially the form presented to the Board at this meeting, with such modifications as the Trust’s officers and counsel may deem necessary or desirable be, and hereby is, approved. VOTED: That J.P. Morgan be, and hereby is, authorized to use the Federal Reserve/Treasury Book-Entry System for United States and federal agency securities and any securities depositary or book-entry system maintained by a clearing agency registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934 (collectively, the “Book-Entry System”) on a continuous and on-going basis until properly instructed under the Custody Agreement, as may be amended from time to time, to the contrary: (i) to deposit in the Book-Entry System all securities of the Trust eligible for deposit therein and (ii) to utilize the Book-Entry System to the extent feasible in connection with J.P. Morgan’s performance of its duties under the Custody Agreement including without limitation, settlements and purchases of sales of securities by the Trust and deliveries and returns of securities collateral in connection with borrowing, all in conformity with Rule 17f-4 under the 194 Act. VOTED: That the arrangements set forth in the Custody Agreement, pursuant to which J.P. Morgan, as custodian for the securities of the Trust’s investment portfolios, may deposit securities in clearing agencies registered with the SEC which acts as Securities Depositories and Treasury Book-Entry System be, and they hereby are, approved. VOTED: That the Board hereby determines that, based upon representations made and information provided to it by J.P. Morgan, it is reasonable to rely on J.P. Morgan to perform the “Delegated Responsibilities” (as defined below) in accordance with Rules 17f-5 and 17f-7 and the [Custody Agreement]. VOTED: That J.P. Morgan be, and hereby is, appointed as Foreign Custody Manager, as defined in Rule 17f-5 under the 1940 Act, to perform the responsibilities in the Custody Agreement, including but not limited to: (a) determining that “eligible foreign custodians” will hold the Trust’s assets in the exercise of reasonable care, based on the standards applicable to custodians in the relevant market, after considering all factors relevant to the safekeeping of the Trust’s assets; (b) ensuring that the Trust’s arrangements with eligible foreign custodians are governed by written contracts; (c) placing the Trust’s assets with foreig...

VOTED. To authorize and direct the CEO and President, EVP, CFO and Treasurer, and the Sr. VP General Counsel and Secretary of the Corporation, and each of them acting singly hereby is, authorized in the name and on behalf of the Corporation, to execute, acknowledge and deliver any and all agreements, certificates, filings, notices and other instruments and papers, and to do or cause to be done any and all such other acts and things, as may be shown by his or their judgment necessary or desirable to effectuate the transactions described in the foregoing resolutions, such officer's execution and/or performance thereof to be conclusive evidence of such approval and of the authorization thereof by this Board of Directors; and that all such actions taken to date in respect of the foregoing matters by any of the aforesaid officers of the Corporation be, and they hereby are, ratified, confirmed and approved.