Closing Resolutions definition

Closing Resolutions means the following resolutions of the Company Board:
Closing Resolutions has the meaning set forth in Section 2.5(b).
Closing Resolutions means the resolutions of the Company, substantially in the form attached hereto as Exhibit C.

Examples of Closing Resolutions in a sentence

  • At Closing, the current board of directors of Parent shall deliver duly adopted resolutions to: (a) set the size of Parent's board of directors at seven (7) members effective as of the Closing; and (b) appoint the following persons to Parent's board of directors and Chief Executive Officer effective as of the Closing: S▇▇▇▇ ▇▇▇▇▇▇▇▇; and (c) accepting the resignations of the current officers and directors of Parent effective as of the Closing ("Resolutions").

  • Upon execution of the Closing Resolutions, the Equity will have been duly authorized, be validly issued, free of Liens (other than restrictions under applicable Laws, the Organizational Documents of Holding Company or pursuant to this Agreement), fully-paid, and non-assessable.

  • Lewis, which ac▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ot be unreasonably withheld ("KRM Designated Member"); and (c) accepting the resignations of the current officers and directors of Parent effective as of the Closing ("Resolutions").

  • From its incorporation until the adoption of the Closing Resolutions, Marino shall cause the Company to abstain from carrying on any business or entering into any transaction other than such transactions which are necessary to consummate the Startup Transactions.

  • The representations and warranties of NuZee set forth in this Article V will continue to be true, correct and complete in all material respects after the Effective Date and through the Closing Resolutions.

  • The Company and the Board will comply in all respects with the Closing Resolutions, including the amendments to the Bylaws effected thereby.

  • The Buyer/Parent Closing Resolutions shall have been provided to Sellers.

  • The representations and warranties of Marino set forth in this Article V will continue to be true, correct and complete in all material respects after the Effective Date and through the Closing Resolutions.

  • The Co-Borrowers shall provide the Lenders or the Agent, as applicable, a certified copy of the Closing Resolutions, formalized before a notary public of Mexico City, jointly with the evidence, to the satisfaction of the Lenders or the Agent, as applicable, of the filing of such Closing Resolutions in the Public Registry of Commerce corresponding to the corporate domicile of the Co-Borrowers.

  • Immediately after the execution of the Closing Resolutions, the Company shall become a party of this Agreement by executing a joinder agreement together with NuZee and Marino.


More Definitions of Closing Resolutions

Closing Resolutions means the general extraordinary shareholders’ meetings or unanimous resolutions in lieu of meetings adopted by all shareholders of the Co-Borrowers, to be held on or before the first Tranche A Borrowing Date, in terms satisfactory to the Lenders or the Agent, as applicable, adopting and carrying out the following actions: (i) the amendment of the bylaws of each of the Co-Borrowers in order to show that the shares representing its capital stock have no par value shown, (ii) an increase in the variable portion of the capital stock of each of the Co-Borrowers in order for the Conversion Option to be able to be executed, in the event the Lenders choose to exercise it, (iii) the consequent issuance of ordinary, nominative shares, with no par value, pending to be subscribed and paid, which will be kept in the treasury of each of the Co-Borrowers to be subscribed and paid, if applicable, only by the Lenders and/or the Agent, as applicable, by exercising their Conversion Option (the “Treasury Shares”), and (iv) the shareholders of each of the Co- Borrowers irrevocably waiving to subscribe the shares provided in subsection (iii) above.
Closing Resolutions has the meaning set forth in Section 3.6(f) of this Agreement.
Closing Resolutions means,