FURTHER RESOLVED definition
FURTHER RESOLVED. That the Lease shall be in form and substance satisfactory to Landlord and in form and substance approved by the officer of this Corporation executing the same, his approval of each such instrument to be conclusively evidenced by his execution thereof.
FURTHER RESOLVED. That the one or more Depository Agreements, as defined in the Loan Agreement be, and each of them hereby is, approved and adopted; and that the Officers be, and each of them acting singly hereby is, authorized in the name and on behalf of the Company to execute and deliver the Depository Agreements, and to execute and deliver any and all other documents and instruments contemplated therein, with such changes as the Officer or Officers executing the same may, in his or their discretion deem appropriate, the execution and delivery thereof to be conclusive evidence of such determination and of the due authorization and approval of the Board of Directors of the Company.
FURTHER RESOLVED. That whenever there shall be annexed to any instrument of assignment and transfer, executed pursuant to and in accordance with the forego- ing resolution, a certificate of the Secretary or an Assistant Secretary of this Corporation in office at the date of such certificate, and such certificate shall set forth these resolutions and shall state that these resolutions are in full force and effect and shall also set forth the names of the persons who are then officers of this Corporation, than all persons to whom such instrument with the annexed certificate shall thereafter come, shall be entitled, without fur- ther inquiry or investigation and regardless of the date of such certificate, to assume and to act in reliance upon the assumption that the shares of stock or other securities named in such instrument were theretofore duly and properly transferred, endorsed, sold, assigned, set over and delivered by this Corpora- tion, and that whith respect to such securities the authority of these resolu- tions and of such officers is still in full force and effect.
Examples of FURTHER RESOLVED in a sentence
BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to these resolutions and performed prior to the passage of these resolutions are hereby ratified and approved, that these Resolutions shall remain in full force and effect and Bank may rely on these Resolutions until written notice of their revocation shall have been delivered to and received by Bank.
BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to these Resolutions and performed prior to the passage of these resolutions are hereby ratified and approved, that these Resolutions shall remain in full force and effect and Bank may rely on these Resolutions until written notice of their revocation shall have been delivered to and received by Bank.
BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to these resolutions and performed prior to the passage of these resolutions are hereby ratified and approved, that these resolutions shall remain in full force and effect and Bank may rely on these resolutions until written notice of their revocation shall have been delivered to and received by Bank.
BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to these Resolutions and performed prior to the passage of these Resolutions are hereby ratified and approved, that these Resolutions shall remain in full force and effect and Lender may rely on these Resolutions until written notice of their revocation shall have been delivered to and received by Lender.
BE IT FURTHER RESOLVED, that any similar authority heretofore granted by the Board of Directors of the Company to employees other than those named above be and hereby is terminated as of this date, and the authority granted above shall commence this date and shall continue until revoked by resolution of the Board of Directors.
More Definitions of FURTHER RESOLVED
FURTHER RESOLVED. That this consent be filed with the records of meetings of the stockholders of the Company.
FURTHER RESOLVED. The authority given is retroactive, and any acts referred to which were performed prior to the adoption of these resolutions are ratified and affirmed. This resolution shall be continuing, shall remain in full force and effect, and the Bank may rely on it until written notice of its revocation shall have been delivered to and received by the Bank. Any such notice shall not affect any of the Corporation’s agreements or commitments in effect at the time notice is given. The Corporation does indemnify and hold harmless the Bank from any loss or damage incurred by the Bank by acting in reliance upon this resolution.
FURTHER RESOLVED. That any actions previously taken by any Officers in connection with the foregoing resolutions are approved and ratified in all respects and that the Officers be, and each of them acting singly hereby is, authorized in the name and on behalf of the Company to execute and deliver such other agreements, documents and instruments as may be necessary or desirable in connection with the transactions contemplated by the foregoing resolutions, such agreements, documents and instruments to be in the form that the Officer or Officers executing the same may, in his or their discretion, deem appropriate and that the Officers be, and each of the acting singly hereby is, authorized to take all such further action as may be necessary or desirable to carry out the foregoing resolutions and the transactions contemplated thereby.
FURTHER RESOLVED. That all Options (as defined in the Plan) granted after the date hereof, unless (i) such Option is granted in connection with an employment offer outstanding on the date hereof, or (ii) the Corporation's board of directors unanimously approves an Option Agreement stating otherwise, shall be exercisable, in whole or in part, in accordance with the following schedule: Twenty five percent (25%) of the shares of Common Stock subject to the Options shall vest on the first anniversary of the date the Options are granted, or such other date, after the date of the Options are granted, fixed by the Company, and one sixteenth (1/16) of the shares of Common Stock subject to the Options shall vest on the last day of the last month of each twelve (12) quarterly periods thereafter, so as to be fully vested four (4) years after the Vesting Commencement Date, subject to the holder of the Options continuing to serve as a director, officer, consultant, or employee of the Corporation on such dates.
FURTHER RESOLVED. That, upon filing of the Restated Articles, to effectuate the Split, the Board of Directors hereby approves the issuance of sufficient shares of its Common Stock to the current holders of Common Stock of the Corporation, and, upon receipt and cancellation of the outstanding certificates (or receipt of a duly executed affidavit of lost stock certificate as set forth in the transmittal letter), the President and Secretary are hereby authorized and directed to issue such persons such shares of the Corporation's Common Stock necessary to effectuate the Split, and that the consideration received by the Corporation for such shares is hereby deemed adequate and such shares are fully paid and nonassessable.
FURTHER RESOLVED. That this consent may be signed in any number of counterparts and by facsimile signature, each of which shall be deemed to be an original, and all of which taken together shall be deemed to be a single consent. Dated as of December __, 2002 SERIES A INVESTORS: TBG INFORMATION INVESTORS LLC WS INVESTMENT COMPANY 99B By: ______________________________ By: ______________________________ Its: ______________________________ Its: ______________________________ CORE LEARNING GROUP - BC, LLC APA EXCELSIOR V, L.P. By: ______________________________ By: APA Excelsior Partners LP Its: ______________________________ Its: General Partner By: Patricof & Co. Managers, Inc. Its: General Partner By: ______________________________ Its: ______________________________ PATRICOF PRIVATE INVESTMENT A▇▇▇ ▇. ▇▇▇▇▇▇ CLUB II, L.P. By: APA Excelsior Partners LP __________________________________ Its: General Partner By: Patricof & Co. Managers, Inc. Its: General Partner By: ______________________________ Its: ______________________________
FURTHER RESOLVED. The Corporation authorizes any one of the persons authorized above or any other person designated in writing by any of those persons to pay the proceeds of any action taken pursuant to these resolutions in the manner directed by any of the persons authorized to act, including (but not in limitation) directing the payment of such proceeds: (i) to any deposit or loan account of the Corporation; (ii) to the order of any of such persons in an individual capacity; or (iii) to the individual credit of any such person or the individual credit of any other person; and further to direct the payment from any of the Corporation's accounts in satisfaction of any of its obligations. These requests or authorizations may be made by telephone, facsimile, or any other means of communication. The Bank is released from any liability for following the instructions that the Bank believes in good faith to have been given by a person authorized to act under this resolution.