Board of Directors Resolutions. The Purchaser shall have received executed resolutions of the Board of Directors of the Seller approving this Agreement and the transactions contemplated herein.
Board of Directors Resolutions. The Purchasers shall have received executed resolutions of the Board of Directors of the Company approving the transactions contemplated herein including the resignation of all current directors of the Company, if so requested.
Board of Directors Resolutions. (a) The Board of Directors of the Company (the “Board of Directors”) shall adopt within 45 days of the Effective Date resolutions pursuant to 8 Del. C. § 242(b), in form and substance reasonably satisfactory to the Trustees, to amend (i) the Charter to reduce the par value of the Common Stock to $0.000001 per share, and increase the number of authorized shares of Common Stock to 19 billion (the “Common Stock Amendment Proposal”), (ii) the Charter to reduce the par value of the Company’s Serial Preferred Stock (as defined in the Charter) to $0.00004 per share and increase the number of authorized shares of the Company’s Serial Preferred Stock to 13 billion (the “Serial Preferred Stock Amendment Proposal”), (iii) the Certificate of Designations such that (1) the number of shares of Series C Preferred Stock authorized and outstanding upon the effectiveness of the Serial Preferred Stock Amendment Proposal shall be the Number of Underlying Shares (as defined in the Certificate of Designations) as of the effective date of the Serial Preferred Stock Amendment Proposal, (2) the Conversion Ratio (as defined in the Certificate of Designations) as of any date shall equal the quotient obtained by dividing (x) the Number of Outstanding Shares (as defined in the Certificate of Designations) as of such date by (y) the Number of Outstanding Shares as of the effective date of such amendment and (3) the liquidation preference per share of the Series C Preferred Stock shall be $500,000 divided by the Number of Underlying Shares as of the effective date of such amendment (the “Series C Preferred Stock Amendment Proposal” and, collectively with the Common Stock Amendment Proposal and the Serial Preferred Stock Amendment Proposal, the “Special Meeting Shareholder Proposals”), (iv) the Charter (A) to permit the Board of Directors to issue classes of Serial Preferred Stock that are not of equal rank, such that the Board of Directors or a duly authorized committee thereof may, prior to issuance, in the resolution or resolutions providing for the issue of shares of each particular series, provide whether the shares of such series rank senior or junior to any other class of Serial Preferred Stock as to the right to receive dividends and the right to receive payments out of the assets of the Company upon voluntary or involuntary liquidation, dissolution or winding up of the Company and (B) to cause the Series D Preferred Stock and any other series of Serial Preferred Stock subsequent...
Board of Directors Resolutions. Delivery of resolutions of the Board of Directors of Creative Vistas approving the transactions contemplated herein; and
Board of Directors Resolutions. The Purchaser shall have received executed resolutions of the Board of Directors of Treasure Mountain approving the transactions contemplated herein.
Board of Directors Resolutions. The AC Technical Stockholders shall have received resolutions of the Board of Directors of Creative Vistas approving the transactions contemplated herein; and
Board of Directors Resolutions. The Company shall have received resolutions of the Board of Directors of AC Technical approving the transactions contemplated herein;
Board of Directors Resolutions. ESTABLISHING THE MERGER Given the Acquiring Company’s Board of Directors Resolution No. 835 dated 18 April 2017 and the Acquired Company’s Board of Directors Resolution No. 387 dated 18 April 2017, as well as Article 134 and its trailing articles in Turkish Commercial Code No. 6362 and Articles 19 and 20 of Corporate Tax Law No. 5520 and the fact that the Merger Parties are subject to the Capital Markets Law and are open to the public and their shares are quoted and publicly traded on Borsa İstanbul A.Ş., (“Borsa Istanbul”) and Articles 23 and 24 of the Capital Markets Law and its respective relevant provisions and the “Communiqué on Mergers and Demerger” (II-23.2) published in Official Gazette No. 28865 dated December 28, 2013, issued by the Capital Markets Board and the “Communiqué on Common Principles Regarding Significant Transactions and the Retirement Right” (II-23.1) published in Official Gazette No. 28861 dated December 24, 2013, issued by the Capital Markets Board and all other relevant legislation, it has been resolved that, subject to the approval by the General Meetings of the Merger Parties, the Acquired Company’s entire assets and liabilities are transferred to the Acquiring Company and that the Merger Parties are merged under the legal entity of the Acquiring Company
Board of Directors Resolutions. Merger Agreement 27.04.2020 Board Resolution of the Acquiring Company - Şişecam: It is stated in the Resolution of ŞİŞECAM Board of Directors dated 30.01.2020 that; discussing to gather ŞİŞECAM activities under a single umbrella; in consideration of Şişecam Group's long term strategies and the competitive objectives in global markets, with the purpose of ensuring efficiency, effectiveness, simplicity and agility, evaluating the potential union of forces that will arise, and in consideration of the fact that the transaction in question would also have a positive impact on the market value of ŞİŞECAM because investors prefer shares with higher trading volume and depth; it is decided to initiate discussions with the intention of merging ŞİŞECAM with Anadolu Cam Sanayii A.Ş., Denizli Cam Sanayii ve Ticaret A.Ş., Paşabahçe Cam Sanayii ve Ticaret A.Ş., Soda Sanayii A.Ş. and Trakya Cam Sanayii A.Ş., in accordance with the CML, the Communiqué on Common Rules for Transactions of Critical Importance and Exit Rights of the CMB with Serial number II and numbered 23.1, the Communiqué on Merger and Demerger of the CMB with Serial number II and numbered 23.2, TCC, CTC and provisions of other related regulations. It is stated in the Resolution of ŞİŞECAM Board of Directors dated 27.04.2020 that; it is decided to initiate the transactions to merge ŞİŞECAM with Anadolu Cam Sanayii A.Ş., Denizli Cam Sanayii ve Ticaret A.Ş., Paşabahçe Cam Sanayii ve Ticaret A.Ş., Soda Sanayii A.Ş. and Trakya Cam Sanayii A.Ş. by way of acquisition, in accordance with the CML, the Communiqué on Common Rules for Transactions of Critical Importance and Exit Rights of the CMB with Serial number II and numbered 23.1, the Communiqué on Merger and Demerger of the CMB with Serial number II and numbered 23.2, TCC, CTC and provisions of other related legal regulations, to sign this Merger Agreement, to file an application to the CMB for the approval of the Announcement Text of the Merger Transaction, and to assign Dr. Xxxxx Xxxxxx and Xxxxxxx Xxxxxx Xxxxxici for the execution of the necessary merger procedures.
Board of Directors Resolutions. Banjo shall have delivered to the Company a copy of the corporate resolutions as well as a certificate signed by an officer of Banjo certifying to the adoption by its Board of Directors of resolutions approving this Agreement, and the transactions contemplated hereby and thereby.
