Corporate Action of the Company Sample Clauses

Corporate Action of the Company. The Company has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement; the execution, delivery and performance by the Company of this Agreement have been duly authorized by all necessary corporate action on its part; and this Agreement has been duly and validly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally.
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Corporate Action of the Company. The Company's Board of Directors shall have authorized and approved this Agreement, the ESOP Stock Purchase Agreement, the Company Purchase and the ESOP Purchase, and the Company shall have taken all other corporate action necessary for the Company to consummate the Company Purchase and the ESOP Purchase.
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Corporate Action of the Company. The Company has taken all necessary actions, steps and corporate or other proceedings to approve and authorize, validly and effectively, the entering into and the execution, delivery and performance of this Agreement and each agreement contemplated to be executed and delivered by it hereunder and the sale and transfer of the Purchased Shares to Purchaser.
Sample 1
Corporate Action of the Company. The Agent shall have received (i) certified copies of all corporate action taken by the Company to authorize the execution, delivery and performance, in accordance with their respective terms, of this Agreement and the other Loan Documents and any other documents required or contemplated hereunder or thereunder; (ii) a certificate of incumbency with respect to the officers of the Company authorized and directed to execute and deliver this Agreement and the other Loan Documents, and other documents required or contemplated thereunder; (iii) certified copies of the Articles of Incorporation and by-laws of the Company, amended to the date hereof; and (iv) certificate(s) of good standing for the Company from the appropriate authority in its jurisdiction of incorporation and in each other jurisdiction in which it is required to qualify to do business.
Sample 1
Corporate Action of the Company. The Guarantor and the Company have all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement; the execution, delivery and performance by the Guarantor and the Company of this Agreement have been duly authorised by all necessary corporate action on its part; and this Agreement has been duly and validly executed and delivered by the Guarantor and the Company and constitutes the legal, valid and binding obligation of the Guarantor and the Company, enforceable in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganisation, moratorium or similar laws relating to or limiting creditors' rights generally.
Sample 1
Corporate Action of the Company. The directors of the Company shall have taken all corporate action necessary to approve the transactions called for by this Agreement and certified copies of resolutions duly adopted by the directors of the Company reasonably satisfactory to counsel for Buyer in connection with the foregoing shall have been furnished to Buyer on or prior to the Closing Date.
Sample 1

Related to Corporate Action of the Company

  • Corporate Actions Except as otherwise set forth herein, Pledgor and Secured Party agree that Securities Intermediary shall have no responsibility for ascertaining or acting upon any calls, conversions, exchange offers, tenders, interest rate changes or similar matters relating to any Financial Assets credited to or held for the credit of the Reserve Account (except based on written instructions originated by Pledgor or Secured Party), or for informing Pledgor or Secured Party with respect thereto, whether or not Securities Intermediary has, or is deemed to have, knowledge of any of the aforesaid. Securities Intermediary is authorized to withdraw securities sold or otherwise disposed of, and to credit the Reserve Account with the proceeds thereof or make such other disposition thereof as may be directed in accordance with this Agreement. Securities Intermediary is further authorized to collect all income and other payments which may become due on Financial Assets credited to the Reserve Account, to surrender for payment maturing obligations and those called for redemption and to exchange certificates in temporary form for like certificates in definitive form, or, if the par value of any shares is changed, to effect the exchange for new certificates. It is understood and agreed by Pledgor and Secured Party that, although Securities Intermediary will use reasonable efforts to effect the transactions set forth in the preceding sentence, Securities Intermediary shall incur no liability for its failure to effect the same unless its failure is the result of negligence or willful misconduct.

  • Corporate Action All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of its Subsidiaries of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been duly and effectively taken, and evidence thereof satisfactory to the Banks shall have been provided to each of the Banks.

  • Evidence of Corporate Action The Administrative Agent shall have received in form and substance satisfactory to the Administrative Agent: (a) documents evidencing all corporate action taken by Borrower to authorize (including the specific names and titles of the persons authorized to so act (each an “Authorized Officer”)) the execution, delivery and performance of the Loan Documents to which it is a party, certified to be true and correct by the Secretary or Assistant Secretary of Borrower; and (b) a certificate of the Secretary or Assistant Secretary of Borrower, dated the Closing Date, certifying the names and true signatures of the Authorized Officers.

  • Notice of Corporate Action If at any time:

  • Formation of the Company The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

  • Acquisition of the Company Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for

  • Organization of the Company The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada.

  • Corporate Acts and Proceedings The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.02.

  • Corporate Action Information In fulfilling the duties set forth in Sections 6.6 through 6.10 above, the Custodian shall provide to the Fund such material information pertaining to a corporate action which the Custodian actually receives; provided that the Custodian shall not be responsible for the completeness or accuracy of such information. Information relative to any pending corporate action made available to the Fund via any of the services described in the Electronic and Online Services Schedule shall constitute the delivery of such information by the Custodian. Any advance credit of cash or shares expected to be received as a result of any corporate action shall be subject to actual collection and may be reversed by the Custodian.

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