Approval of Board. The Company represents that this Agreement has been duly approved by the Board and is in all respects valid and binding upon the Company.
Approval of Board. The Board of Directors of Buyer, acting at a special meeting thereof called for the purpose and duly held on March 12, 2003, had duly approved the transactions contemplated hereby and has authorized the execution and delivery of the Agreement by Buyer, and the performance by Buyer. The resolution giving such authorization and approval have not since been altered, amended or revoked. A copy of Buyer's Board of Directors Resolution is attached hereto as Exhibit "F" and incorporated herein by reference.
Approval of Board. The Board of Directors of FUSA, acting at a special meeting thereof called for the purpose, has duly approved the transactions contemplated hereby and has authorized the execution and delivery of this Agreement by FUSA, and the performance thereof by FUSA True copies of the resolution giving such authorization and approval have been given to FTIC, and such authorization and approval have not since been altered, amended, or revoked.
Approval of Board. The Board of Directors of JRE, acting at a special meeting thereof called for the purpose, has duly approved the transactions contemplated hereby and has authorized the execution and delivery of this Agreement by JRE, and the performance thereof by JRE. True copies of the resolution giving such authorization and approval have been given to CYPER, and such authorization and approval have not since been altered, amended, or revoked.
Approval of Board. The Board of Directors of Xxxx, acting at a special meeting thereof called for the purpose and duly held on July 10, 2000, has duly approved the transactions contemplated hereby and has authorized the execution and delivery of this Agreement by Xxxx, and the performance thereof by Xxxx. True copies of the resolution giving such authorization and approval are attached as Exhibit 2.16 and such authorization and approval have not since been altered, amended, or revoked.
Approval of Board. Buyer’s obligation to consummate the transactions contemplated by this Agreement is expressly contingent upon Buyer’s receipt of a written resolution from Buyer’s board of directors approving Buyer’s acquisition and financing of the Property upon the terms and conditions set forth in this Agreement and the Loan Commitment (the “Board Approval”). Buyer shall promptly notify Seller in writing on or prior to 4:00 p.m. C.S.T. on February 7, 2011 of its receipt or inability to obtain the Board Approval (the “Board Notice”). If Buyer is unable to receive the Board Approval on or prior to 4:00 p.m. C.S.T. on February 7, 2011 (the “Buyer’s Board Approval Contingency”) and so states in the Board Notice, (a) this Agreement shall automatically terminate without any further action from any party, (b) Escrow Agent shall return the Deposit (and all interest accrued thereon) in accordance with the terms of Section 4.3.1, and (c) thereafter neither Buyer nor Seller shall have any further rights or obligations hereunder except as otherwise expressly provided herein. Upon Buyer’s timely delivery of the Board Notice to Seller indicating Buyer’s receipt of the Board Approval or Buyer’s failure to timely deliver the Board Notice, Buyer shall be deemed to have (i) satisfied Buyer’s Board Approval Contingency, (ii) waived its right to terminate this Agreement as provided in this Paragraph, and (iii) agreed that the Deposit shall not be refundable except as expressly permitted herein.
Approval of Board. Buyer shall have obtained approval of the transactions provided for in this Agreement by the board of directors of Building Materials Holding Corporation.
Approval of Board. Notwithstanding anything to the contrary herein, this Amendment is expressly contingent upon the approval of Seller’s board at the meeting thereof on May 21, 2020. In the event Seller’s board does not approve this Amendment at such meeting, the Purchase Agreement and OTA shall be of no further force or effect, and the Additional Escrow Deposit shall be released to Purchaser.
Approval of Board. Notwithstanding anything to the contrary contained in this Article II (except as provided in the last sentence of Section 2.5(b)), the Company shall not take any of the following actions without the Approval of the Board, which approval may be obtained in any manner permitted pursuant to Section 2.6:
(i) approve any Annual Budget, or approve or authorize any material deviation from the applicable Annual Budget approved pursuant to this Agreement, or make any operating expenditure in excess of $100,000.00 that is not provided for in such Annual Budget (except to the extent that such expenditure is of the type and the amount thereof is within the limitations described and specified in subparagraph (ii) below);
(ii) unless specifically provided for in the applicable Annual Budget, cause or obligate the Company to incur or make any capital expenditures, except capital expenditures of less than $100,000.00 necessary to prevent the forfeiture of a material asset of the Company, including the payments of shut-in royalty, payments for lease extensions, or expenditures necessary to restore production in paying quantities;
(iii) request any Capital Contributions from the Members;
(iv) except as provided in Section 6.2, cause the Company to sell, transfer, farm out or otherwise dispose of any property or assets in a single transaction or a series of related transactions if such property or assets have a book value greater than 1% of the total book value of the assets of the Company as set forth in the most recent audited financial statements of the Company immediately prior to such transaction or series of related transactions;
(v) enter into any transaction, contract, agreement, document, instrument or arrangement pursuant to which the Company undertakes or becomes subject to any obligation under any hedge contracts, derivatives, forwards, swaps, futures or similar contracts, instruments or arrangements;
(vi) make any Distributions or other payments to the Members or redeem or repurchase any Units;
(vii) authorize or effect (A) any consolidation of the Company with another Entity or any merger of the Company with or into another Entity, (B) the issuance of any additional Units or other equity securities of the Company (which shall also require the Approval of the Class B Members), (C) authorize or make any change (whether by conversion, recapitalization or otherwise) in the legal form of the Company from a limited liability company formed under the TBOC to any other...
Approval of Board. 33 8.7 ABSENCE OF MATERIAL ADVERSE EFFECT..................................33 8.8 UNPAID LIABILITIES AND RECEIVABLES..................................34 ARTICLE IX. CONDITIONS TO OBLIGATIONS OF THE KEY HOLDER AND LEARNING-EDGE.....34
