Approval of Actions. FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Corporation, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Corporation in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects.
Approval of Actions. FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation and to take all such steps as are deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to take all such action referred to herein and to perform its obligations incident to the registration, listing and sale of the Shares; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Corporation, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Corporation in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects.
Approval of Actions. FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Corporation, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Corporation in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects. FURTHER RESOLVED, that the foregoing resolutions do hereby constitute prior approval of (i) the issuance of the Company’s voting stock to Fusion and (ii) Fusion becoming a holder of 15% or more of the Company’s outstanding voting stock for purposes of Section 203 of the Delaware General Corporation Law and any other similar laws that may be deemed applicable to the Company. This Unanimous Written Consent may be executed in one or more counterparts each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same document.
Approval of Actions. FURTHER RESOLVED, that the Company be and hereby is authorized to enter into any and all amendments to its agreements with, or obtain any and all waivers from, (i) the holders of any outstanding securities of the Company and (ii) any other entity, as may be necessary or desirable to effectuate the events and transactions contemplated by these resolutions; and FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Company and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Company to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Company, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Company in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects.
Approval of Actions. 6.5.1 To be financed by the Trust Fund, Actions must be previously approved by the Operational Board, except for Actions below EUR 1 000 000, which may be decided by the Manager alone and which will be communicated immediately to the Operational Board, in light of the objectives of the Trust Fund in Article 2 and the eligibility criteria contained in Article 9.1, and to the extent that sufficient uncommitted Trust Fund monies remain available in the Trust Fund Account (as defined in Article 8.
2.1). Each Donor may propose actions to the Manager for submission to the Operational Board provided that they fall within the remit of the Trust Fund and comply with guidelines laid down by the Board.
6.5.2 The Manager shall submit for approval by the Operational Board one or more proposed Actions. The information concerning each proposed Action shall take the form of a short document ("Action Document", the form thereof shall be as set out in Annex IV), containing key information for each Action, such as aid modality, calendar, estimated budget, etc. The Manager shall present these Action Documents during the relevant meeting of the Operational Board. For actions where the implementation of tasks is delegated to a third entity (the "Implementing Partner"), the Action Document shall indicate the name of the Implementing Partner or, where still not identified, the type of organisations envisaged and the criteria to be applied to select them.
6.5.3 Once an individual Action is approved by the Operational Board, it shall be implemented in accordance with the Action Document. If, during the implementation phase, substantial change7 in the characteristics of the Action is required after its approval by the Operational Board, the Manager shall present to the Operational Board for approval the consequent modification of the relevant Action Document reflecting those changes, prior to their implementation. Where, in exceptional cases of extreme urgency, changes need to be introduced in an Action, the Manager may modify the Action Document and inform immediately the Operational Board, which may oppose such modification in a time period of ten working days since the information has been notified to it.
Approval of Actions. 6.6.1 Actions to be financed by the Trust Fund must receive the prior approval of the Operational Committee. However, actions below EUR 10 million may be approved by the Manager alone, within the limits of the uncommitted resources available to the Trust Fund. The Manager must inform the Operational Committee immediately of any decision made under this delegated authority.
6.6.2 Each donor may propose actions to the Manager for submission to the Operational Committee, provided that they fall within the remit of the Trust Fund and comply with guidelines laid down by the Board.
6.6.3 The Manager may also, with the agreement of the Operational Committee on the allocation to be mobilised and in accordance with the rules applicable to the implementation of actions, call on expertise in the field to be paid for by the Fund once it is set up in order to identify actions in liaison with the local authorities, international and non-governmental organisations, EU Member States and other donors, and so build a diversified portfolio. This portfolio shall be built up taking into account the actions already implemented by the EU and other donors. In particular, the Manager may call on any qualified person or international civil society. Preference will be given to the expertise of the European Commission, EU Member States and other donors in accordance with the rules laid down in Article 10.
6.6.4 The Manager shall submit one or more proposed actions to the Operational Committee for approval. Each proposed action shall be described in a short document (‘Action Fiche’) containing key information, such as the implementation modalities, schedule, estimated budget, etc. The Managers shall present these Action Fiches at meetings of the Operational Committee. For actions where the implementation of tasks is delegated to a third party (the ‘implementing partner’), the Action Fiche shall indicate the name of the implementing partner or, if not yet identified, the type of organisation envisaged and the criteria to be used to select them.
6.6.5 Once an individual action has been approved by the Operational Committee, it must be implemented in conformity with the Action Fiche. If, during the implementation phase, a substantial change12 in the nature of the action is required after its approval by the Operational Committee, the Manager shall present the Action Fiche amended to reflect these changes to the Operational Committee for approval prior to their implementation. Where an ac...
Approval of Actions. FURTHER RESOLVED, that the Company be and hereby is authorized to enter into any and all amendments to its agreements with, or obtain any and all waivers from, (i) the holders of any outstanding securities of the Company and (ii) any other entity, as may be necessary or desirable to effectuate the events and transactions contemplated by these resolutions; and
Approval of Actions. If a Quorum of the Members exists at a meeting of the Members, action on a matter is approved if the votes required by this Agreement, unless a greater number of affirmative votes are required under the Act, are voted in favor of such matter. Except as otherwise provided in this Agreement, or as otherwise required by the Act, the Priority Members shall vote together as a single class on any matter requiring the approval or consent of the Members. If less than a Quorum of the Members exists, the meeting may be adjourned by the Chairman to a later date, time and place, and the meeting may be held as adjourned without further notice.
Approval of Actions. The Parties acknowledge that, under section 146B of the EPBC Act, the Commonwealth Minister may approve the taking of an action, or class of actions, in accordance with an endorsed Plan. The effect of this approval decision is that any actions or classes of actions approved under section 146B would not need further approval by the Commonwealth Minister under the EPBC Act if taken in accordance with the endorsed Plan and any conditions attached to the Part 10 approval. The Parties agree that an approval holder (or holders) will be named for any approval of actions, or classes of actions, granted under section 146B of the EPBC Act, noting that any approval may, by reference to the endorsed Plan, permit persons other than the named approval holder to undertake an action, or class of actions, in accordance with the endorsed Plan. If the Commonwealth Minister decides to approve the taking of an action, or class of actions, in accordance with the endorsed Plan, the Commonwealth Minister will: provide a copy of draft conditions of approval to the named approval holder (or holders) for comment prior to finalising the conditions; where appropriate, seek to ensure that conditions are objectives-based; and where appropriate, identify in the condition a named approval holder with responsibility for the condition. The Parties will make any approval and approval conditions publicly available through the Environment Department and DevelopmentWA websites (or any other Western Australian Government website approved by the Environment Department) for the life of the approval. The Parties agree to work cooperatively and share Information, to the fullest extent practical, so as to avoid duplication of work in undertaking the Strategic Assessment pursuant to this Agreement. The Parties commit to the following open access objectives with respect to Disclosable Information: Information is accessible and reusable by the community, business, government and other stakeholders. Information is published under an open licence (preferably Creative Commons licence), and available in the public domain. Information is published and described in a way that maximises discovery and reuse, preferably online, and in open formats. Information is published at the highest resolution and accuracy available. Information is released electronically at no cost to users or, if other formats are required, at minimal cost. Nothing in this Agreement derogates from any legal obligation on the part of the P...
Approval of Actions. The Manager shall convene a meeting of the Members upon the request of any Member. Such meeting shall be held not later than ten (10) days following request therefor. Any meeting of Members shall be held at the known place of business of the Company or at such other place as all of the Members shall unanimously agree. Any Member may participate in any meeting of Members by means of a conference telephone or similar communication equipment. The Members may approve actions either at meetings of the Members or pursuant to a written consent in lieu of a meeting (which consent shall be signed by Members whose Percentage Interests equal or exceed the minimum Percentage Interests required for approval of such action); provided, that a copy of such written consent in lieu of meeting shall be promptly delivered to any Members who did not sign such consent.
