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ACTIONS BY NCC Sample Clauses

ACTIONS BY NCCAt the Closing, NCC shall deliver or cause to be delivered to Capital (and to the other parties to the instruments referred to below as applicable), in form and substance reasonably acceptable to Capital, each of the following instruments or materials, duly executed: (a) A copy of the articles or certificate of incorporation of NCC and each Subsidiary as in effect on the Closing Date, certified by the secretary of state of the applicable state of incorporation as of a date not more than 15 days prior to the Closing Date. (b) A certificate executed by the Secretary and by the President of NCC and each Subsidiary, dated the Closing Date, to the effect that: (i) the copy of the bylaws of NCC or such Subsidiary, as applicable, attached to such certificate is a true, correct and complete copy of the Bylaws of such corporation as currently in effect; (ii) NCC or such Subsidiary, as applicable, owns no shares of capital stock of any other corporation; and (iii) a true copy of each consent required by a Contract to which NCC or such Subsidiary, as applicable, is a party is attached to such certificate and each such consent is in full force and effect. (c) A certificate executed by the President and by the Chief Financial Officer of NCC, dated the Closing Date, to the effect that: (i) NCC and the Subsidiaries are in compliance with all the terms, covenants and conditions contained in this Agreement on their part to be complied with; (ii) all representations and warranties of NCC and the Subsidiaries contained in this Agreement were true and correct when made and are true and correct as of the Closing Date except as to changes required or contemplated by this Agreement; (iii) the Financial Statements are correct and complete, present fairly the financial position, results of operations, and changes in financial position of the consolidated business and operations of NCC and its Subsidiaries (taken as a whole) as of the dates or for the periods indicated, are consistent with the books and records of the entities to which they relate and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved; and (iv) to the best knowledge of such person, no shareholder of NCC, or member of the family of a shareholder of NCC, has any unsatisfied claim against NCC or any Subsidiary or any asset thereof, except as specifically set forth on a Schedule to this Agreement. (d) The resignation of all directors of NC...

Related to ACTIONS BY NCC

  • Actions by Owner Trustee SECTION 4.1. Prior Notice to Certificateholders with Respect to Certain Matters......................12 SECTION 4.2. Action by Certificateholders with Respect to Certain Matters............................13 SECTION 4.3. Action by Certificateholders with Respect to Bankruptcy.................................13 SECTION 4.4. Restrictions on Certificateholders' Power...............................................13 SECTION 4.5. Majority Control........................................................................13 ARTICLE V

  • Actions by the Company Any action, election or determination by the Board or any committee thereof pursuant to or relating to this Agreement will be effective if, and only if, it is taken or made by (or with the prior approval of) a majority of the members of the Board who are not at the time employees of Holdings or any of its Subsidiaries.

  • ACTIONS BY WRITTEN CONSENT Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, is signed by Members having at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members were present and voting. A facsimile or similar electronic reproduction of a writing signed by a Member will be regarded as signed by the Member.

  • Actions by Custodian Upon receipt of Proper Instructions, the Custodian shall execute and deliver to each applicable Fund or to such other parties as such Fund(s) may designate in such Proper Instructions, all such documents, instruments or agreements as may be reasonable and necessary or desirable in order to effectuate any of the transactions contemplated hereby.

  • Actions by the Board Any and all determinations or other actions required of the Board hereunder that relate specifically to Executive’s employment by the Company or the terms and conditions of such employment shall be made by the members of the Board other than Executive if Executive is a member of the Board, and Executive shall not have any right to vote or decide upon any such matter.

  • TRANSACTIONS BY STATE STREET The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Fund (or its Investment Manager), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Fund or the Investment Advisor.

  • Decisions by Members Whenever in this Agreement reference is made to the decision, consent, approval, judgment, or action of the Members, unless otherwise expressly provided in this Agreement, such decision, consent, approval, judgment, or action shall mean a Majority of the Members.

  • Determinations by Lender In any instance where the consent or approval of Lender may be given or is required, or where any determination, judgment or decision is to be rendered by Lender under this Assignment, the granting, withholding or denial of such consent or approval and the rendering of such determination, judgment or decision will be made or exercised by Lender (or its designated representative) at its sole and exclusive option and in its sole and absolute discretion and will be final and conclusive, except as may be otherwise expressly and specifically provided in this Assignment.

  • Actions by Successor Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the corresponding board, committee or officer of any corporation that shall at the time be the lawful successor of the Company.

  • Actions by Trustee SECTION 5.1 Prior Notice to Certificateholders with Respect to Certain Matters................................. 20 SECTION 5.2 Action by Trustee with Respect to Certain Matters.................................................. 21 SECTION 5.3