Board and Shareholder Resolutions Sample Clauses

Board and Shareholder Resolutions. The original resolution of the directors and the shareholders of each Security Party (together, where appropriate, with signed waivers of notice of any directors' or shareholders' meetings) approving, and authorising or ratifying the execution of, the New Security Documents (as applicable) and any document to be executed by the Security Party in question pursuant to the New Security Documents.
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Board and Shareholder Resolutions. A copy of the resolutions of the Board of Directors and of the Shareholders of the Company certified by the secretary of the Company as having been duly and validly adopted and in full force and effect as of the Closing Date, authorizing execution and delivery of this Agreement and the Merger Documents and performance, and the appointment and elections of officers and directors of the Company and consummation of the Merger contemplated hereby and thereby by the Company;
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Board and Shareholder Resolutions. Each party shall furnish to the other certified copies of appropriate resolutions of the board of directors and shareholders (if required) of each party required to implement the transactions contemplated by this Agreement.
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Board and Shareholder Resolutions. CIT shall have received a copy of the resolutions of the Board of Directors of each Borrower authorizing the execution, delivery and performance of (i) this Financing Agreement, (ii) and any related agreements, in each case certified by the Secretary or Assistant Secretary of each Borrower as of the date hereof, together with a certificate of the Secretary or Assistant Secretary of each Borrower as to the incumbency and signature of the officers of each Borrower executing such Loan Documents and any certificate or other documents to be delivered by them pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. If any subsidiary of the Company is not wholly owned by the Company, CIT shall also have received shareholder consents satisfactory to CIT with respect to the matters referenced above. (e) CORPORATE ORGANIZATION - CIT shall have received (i) a copy of the Certificate of Incorporation of each Borrower certified by the Secretary of State of the state of its incorporation with respect to the Company and certified by the applicable Secretary or Assistant Secretary with respect to each other Borrower, and (ii) a copy of the By-Laws of each Borrower certified by the Secretary or Assistant Secretary thereof, all as amended through the date hereof. (f) OFFICER'S CERTIFICATE - CIT shall have received an executed Officer's Certificate of each Borrower, satisfactory in form and substance to CIT, certifying that (i) the representations and warranties contained herein are true and correct in all material respects on and as of the Closing Date; (ii) each Borrower is in compliance with all of the terms and provisions set forth herein; and (iii) no Default or Event of Default has occurred. (g) OPINIONS - Counsel for the Borrowers and the Guarantor shall have delivered to CIT opinions satisfactory to CIT opining, inter alia, that, subject to the (i) filing, priority and remedies provisions of the Uniform Commercial Code, (ii) the provisions of the Bankruptcy Code, insolvency statutes or other like laws, (iii) the equity powers of a court of law and (iv) such other matters as may be agreed upon with CIT: (x) this Financing Agreement, the Guaranty and all other Loan Documents of the Borrowers and the Guarantor are (A) valid, binding and enforceable according to their terms, (B) are duly authorized, executed, and delivered, and (C) do not violate any terms, provisions, representations or convenants in the charter or by-laws of a...
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Board and Shareholder Resolutions. Copies of resolutions of the Board and of the Company’s shareholder (the Seller) in the forms attached as Schedule ‎3.2.1.1(i) and Schedule ‎3.2.1.1(ii) respectively, (i) approving the entry into, execution, delivery and performance of this Agreement as well as any and all documents and transactions contemplated by this Agreement and the other Transaction Documents, (ii) approving the cancellation of the Company Options, (iii) approving the transfer to the Purchaser by the Seller of the legal and beneficial title to the Purchased Shares and the Shareholder Loans; and (iv) ratifying all previous decisions taken by the Board prior to the Closing.
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Board and Shareholder Resolutions. 7.1 Unless otherwise required by applicable law, the Articles of Association or Section 5.2 or 7.6 of this Agreement, all resolutions at general and special meetings of shareholders and meetings of the Board of the Company, Components Belgium and Components Sweden will be adopted only if approved (a) in the case of a shareholders meeting, by the holders of a majority of the issued and outstanding voting shares and (b) in the case of a Board meeting, except as expressly provided in Section 4.6, by at least 75% of the members of the Board and at least one Director nominated by Pelican and one Director nominated by C&A.
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Board and Shareholder Resolutions. The Company shall have delivered to the Buyer and the Merger Subsidiary copies of resolutions of the Company Board and the Shareholders of the Company, authorizing the transactions contemplated by this Agreement, and such resolutions shall have been certified by an officer of the Company.
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Board and Shareholder Resolutions. True and correct copy of duly executed resolutions of the Board of Directors of the Company(the “Board”) and the shareholders of the Company, attached hereto as Schedule ‎3.2.1.1, approving the transfer and sale of the Sold Shares;
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Board and Shareholder Resolutions. Each of the Group Companies shall have executed and delivered copies of board and shareholder resolutions, as applicable, approving and authorizing the execution and delivery of the Refinancing Documents to be executed by that Group Company and the performance of the transactions and creation of the applicable security interests thereunder. The Board resolutions of the Issuer shall also approve the appointment of a director nominated by the Holder (the “Holder Director”) to the Board to replace Xxx Xxxx.
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Related to Board and Shareholder Resolutions

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • The Board of Directors Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Resolutions Copies of resolutions of the Board of Directors of each Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party to be true and correct and in force and effect as of the Closing Date.

  • Corporate Resolutions Delivery by the Company to the Buyer a copy of resolutions of the Company’s board of directors, approving and authorizing the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby in the form attached hereto as Exhibit C (the “Irrevocable Resolutions”);

  • Control by Board of Directors Any management or supervisory activities undertaken by the Advisor pursuant to this Agreement, as well as any other activities undertaken by the Advisor on behalf of the Fund pursuant thereto, shall at all times be subject to any applicable directives of the Board of Directors of the Fund.

  • Articles of Incorporation; Bylaws; Directors and Officers At the Effective Time:

  • Corporate Resolution Seller shall have received from Purchaser a certified copy of its corporate resolution approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, together with such other certificates of incumbency and other evidences of corporate authority as Seller or its counsel may reasonably request.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • Chairman of the Board of Directors The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Limited Partners and of the Board of Directors. The Chairman of the Board of Directors shall be selected from time to time by the Board of Directors. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by this Agreement or by the Board of Directors.

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