Board Resolutions of the XxxX Group Sample Clauses

Board Resolutions of the XxxX Group. Companies On Closing, the Seller shall procure the passing of board resolutions of each XxxX Group Company inter alia: 1.2.1 (in the case of NGGH only) approving the registration of the transfer of the NGGH Shares referred to in paragraph 5 of Schedule 4 subject only to their being duly stamped; 1.2.2 (in the case of NGG and NGGH only) the adoption, with effect from Closing, of new articles of association each in the Agreed Form; 1.2.3 accepting the resignations referred to in paragraph 1.1.1(x) above and appointing additional persons (in accordance with the articles of association for the relevant Existing XxxX Subsidiary and the Shareholders’ Agreement); and 1.2.4 changing the registered office of each Existing XxxX Subsidiary to such address to be notified by the Investor to the Seller no less than 20 Business Days prior to Closing, and shall hand to the Investor duly certified copies of such resolutions. 2 The Investor’s Obligations On Closing, the Investor shall deliver or make available to the Seller: 2.1 evidence of the due fulfilment of the conditions set out in Clause 4 for which the Investor is responsible; 2.2 a copy of the Tax Indemnity and Shareholders’ Agreement duly executed by the Investor; 2.3 a copy of the Bring Down Disclosure Letter duly executed by way of acknowledgement of receipt by the Investor; 2.4 evidence of the W&I Insurance Policy duly executed by the Investor, including a copy of such W&I Insurance Policy containing a waiver by the W&I Insurer of all rights of subrogation against the Seller and its directors and officers in relation to any Claim or Tax Claim in the terms set out in Clause 16.1.2(iii); 2.5 the W&I Insurance No Claims Declarations; and 2.6 evidence that the Investor is authorised to execute the Tax Indemnity, the Shareholders’ Agreement and the Bring Down Disclosure Letter. 3 New XxxX Subsidiaries’ obligations On Closing, each New XxxX Subsidiary shall deliver or make available to the Seller and the Investor:
Sample 1
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Related to Board Resolutions of the XxxX Group

  • Board Resolutions The Purchaser shall have received duly executed written resolutions of the board of directors of the Company, in the agreed form, approving: the transfer of the Purchased Shares to the Purchaser (or its nominee) at Closing; and the appointment of such persons as directors and/or officers of the Company as the Purchaser may request prior to Closing.

  • Board Resolution The term “

  • Certified Resolutions A certified copy of the resolutions of the Board of Directors of Buyer authorizing and approving this Agreement and the consummation of the transactions contemplated by this Agreement.

  • Board Resignation Upon termination of Executive’s employment for any reason, Executive agrees to resign, as of the date of such termination and to the extent applicable, as an officer and director of the Company and all of its subsidiaries and affiliates.

  • Reference in Debt Securities to Supplemental Indentures Debt Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Debt Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Debt Securities of such series.

  • Bylaws and Resolutions For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

  • REFERENCE IN BONDS TO SUPPLEMENTAL INDENTURES Bonds authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new Bonds so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Bonds.

  • Debt Securities May Bear Notation of Changes by Supplemental Indentures Debt Securities of any series authenticated and delivered after the execution of any supplemental Indenture pursuant to the provisions of this Article IX may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental Indenture. New Debt Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental Indenture may be prepared and executed by the Partnership, authenticated by the Trustee and delivered in exchange for the Debt Securities of such series then Outstanding. Failure to make the appropriate notation or to issue a new Debt Security of such series shall not affect the validity of such amendment.

  • Reference in Securities to Supplemental Indentures Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

  • Officer’s Certificate of the Company The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the Closing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

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