Resolutions of the Company Sample Clauses

Resolutions of the Company. The Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of the Company, of the resolutions duly and validly adopted by the Board of Directors of the Company and the Stockholders evidencing their authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby;
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Resolutions of the Company. The Company shall have executed and delivered to Hearst and Hearst Sub copies of resolutions of the Company's Board of Directors, certified by the Secretary of the Company as in full force and effect on the Closing Date, authorizing, among other things, the execution and delivery of this Agreement and the consummation of the Hearst Sub Merger.
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Resolutions of the Company. The Company shall have executed and delivered to Ameritech and Ameritech Sub copies of resolutions of the Company's Board of Directors, certified by the Secretary of the Company as in full force and effect on the Closing Date, authorizing, among other things, the execution and delivery of this Agreement and the consummation of the Ameritech Sub Merger.
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Resolutions of the Company. The Company shall have executed and delivered to KidSoft, Inc., Barry and Gross copies of resolutions of the Company's Bxxxx of Dixxxxxrs, certified by the Secretary of the Company as in full force and effect on the Closing Date, authorizing, among other things, the execution and delivery of this Agreement and the consummation of the LLC Closing.
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Resolutions of the Company. A true and complete copy, certified by the President of the Company, of the resolutions duly and validly adopted by the Board evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; and
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Resolutions of the Company. On Completion the Sellers shall procure the passing of board and members’ resolutions of the Company in the agreed terms and shall hand to the Buyer duly certified copies of such resolutions. SCHEDULE 5
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Resolutions of the Company. The Shareholders shall furnish Purchaser with certified copies of resolutions duly adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement.
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Resolutions of the Company. A true and complete copy, certified by the Secretary of the Company of the resolutions duly and validly adopted by the Board of Directors of the Company evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;
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Related to Resolutions of the Company

  • Operations of the Company Except as set forth on Schedule 3.26, since the Balance Sheet Date the Company has not:

  • Instructions of the Company The Company shall have the right, by one or more instruments in writing executed and delivered to the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to the Collateral Agent, or of exercising any power conferred on the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided, however, that (i) such direction shall not conflict with the provisions of any law or of this Agreement and (ii) the Collateral Agent, the Custodial Agent and the Securities Intermediary shall be adequately indemnified as provided herein. Nothing in this Section 8.2 shall impair the right of the Collateral Agent in its discretion to take any action or omit to take any action which it deems proper and which is not inconsistent with such direction.

  • Interim Operations of the Company The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:

  • Conditions of the Company The obligation of the Company to issue and sell the Purchase Shares to be sold to and purchased by the Purchaser as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may be waived in writing by the Company in its sole discretion:

  • Obligations of the Corporation Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible:

  • Obligations of the Company Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

  • Representations of the Corporation The Corporation represents and warrants as follows:

  • Actions of the Bank The Bank shall follow Instructions received regarding assets held in the Accounts. However, until it receives Instructions to the contrary, the Bank will:

  • Certain Obligations of the Company The Company agrees that it will ---------------------------------- not increase the par value of the shares of Warrant Stock issuable upon exercise of this Warrant above the prevailing and currently applicable Exercise Price hereunder, and that before taking any action that would cause an adjustment reducing the prevailing and current applicable Exercise Price hereunder below the then par value of the Warrant Stock at the time issuable upon exercise of this Warrant, the Company will take such corporate action, as in the opinion of its counsel, may be necessary in order that the Company may validly issue fully paid, nonassessable shares of such Warrant Stock upon the exercise of this Warrant. The Company will maintain an office or agency (which shall initially be the Company's principal office in Redwood City, California) where presentations and demands to or upon the Company in respect of this Warrant may be made and will give notice in writing to the registered holders of the then outstanding Warrants, at their addresses as shown on the books of the Company, of each change of location thereof.

  • Representations of the Company The Company represents and warrants to the Purchaser that:

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