Authority and Functions of Corporate Secretary Sample Clauses

Authority and Functions of Corporate Secretary. The Corporate Secretary shall be responsible to maintain the corporate books and records of the Corporation, shall have custody of the corporate seal, if any, and shall authenticate documents issued by the Corporation. The Corporate Secretary shall have such further functions and authority as the Chief Executive Officer may from time to time delegate to the Corporate Secretary. The Corporate Secretary shall report to the Chief Executive Officer. The Corporate Secretary shall in addition have such functions and authority as may be delegated to the Corporate Secretary from time to time by the Board. The remuneration of the Corporate Secretary shall be determined by the Board (subject as set out in this Agreement) A Shareholder becomes a party (“Party”) to the Unanimous Shareholder Agreement by delivering an originally signed copy of this Schedule D to: x/x Xxxxxx Xxxxxx Xxxxxxx LLP 1200 Waterfront Centre, 000 Xxxxxxx Xx, X.X. Xxx 00000, Xxxxxxxxx, XX, Xxxxxx X0X 0X0 Attention: G. Xxxx Xxxxxxx Name of Party: Address for Service of Notice: Telephone Number: E-mail: THE UNDERSIGNED, being a Shareholder, or a subscriber for Shares, in Woodfine Capital Projects Inc., a Canadian corporation: (a) ACKNOWLEDGES RECEIPT of a copy of, and that the undersigned has READ and UNDERSTOOD the Unanimous Shareholder Agreement signed by Woodfine Capital Projects Inc.; (b) AGREES by execution of this Schedule D that the undersigned is bound as a Shareholder and a Party to the Unanimous Shareholder Agreement (and if the undersigned is not yet a Shareholder, delivery of this Schedule D is effective when Shares are issued to the undersigned). DATED at , in the Province of , this day of , 20 .
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Related to Authority and Functions of Corporate Secretary

  • Opinion of General Counsel of the Company The General Counsel of the Company, shall have furnished to the Representatives, at the request of the Company, a written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives and substantially in the form previously agreed by the parties hereto.

  • Opinion of General Counsel for the Company The General Counsel of the Company shall have furnished to the Representatives, at the request of the Company, his written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A-2 hereto.

  • Maintenance of Corporate Separateness Each Borrower will cause each of its Unrestricted Subsidiaries to satisfy customary corporate formalities, including, as applicable, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. No Borrower nor any of its Subsidiaries shall make any payment to a creditor of any Unrestricted Subsidiary in respect of any liability of any Unrestricted Subsidiary except pursuant to any guaranty given by such Borrower or Subsidiary to such creditor pursuant to Section 9.04(xiv), and no bank account or similar account of any Unrestricted Subsidiary shall be commingled with any bank account or similar account of Silgan or any of its Subsidiaries. Any financial statements distributed to any creditors of any Unrestricted Subsidiary shall clearly establish or indicate the corporate separateness of such Unrestricted Subsidiary from Silgan and its Subsidiaries. Finally, neither Silgan nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Silgan or any of its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the assets and liabilities of Silgan or any of its Subsidiaries being substantively consolidated with those of any other such Person or any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

  • Corporate Services This Agreement sets forth the terms and conditions for the provision by PROVIDING PARTY to RECEIVING PARTY of various corporate services and products, as more fully described below and in Schedule 1.1(a) attached hereto (the Scheduled Services, the Omitted Services, the Resumed Services and Special Projects (as defined below), collectively, the “Corporate Services”).

  • RESPONSIBILITIES OF THE UNIVERSITY The UNIVERSITY shall designate in writing a faculty member to coordinate with a designee of the FIELDWORK SITE.

  • COPIES OF CORPORATE DOCUMENTS The Fund will furnish the Manager promptly with properly certified or authenticated copies of amendments or supplements to its Articles of Incorporation or Bylaws. Also, the Fund will furnish the Manager financial and other corporate information as needed, and otherwise cooperate fully with the Manager in its efforts to carry out its duties and responsibilities under this Agreement.

  • General Counsel The General Counsel subject to the discretion of the Board of Directors, shall be responsible for the management and direction of the day-to-day legal affairs of the Company. The General Counsel shall perform such other duties and may exercise such other powers as may from time to time be assigned to him by the Board of Directors or the President.

  • Data Protection Officer 10.1 The Data Processor will appoint a Data Protection Officer where such appointment is required by Data Protection Laws and Regulations.

  • Corporate Separateness (a) Satisfy, and cause each of its Restricted Subsidiaries and Unrestricted Subsidiaries to satisfy, customary corporate and other formalities, including, as applicable, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting, in each case, to the extent required by law and the maintenance of corporate offices and records. (b) Ensure that (i) no payment is made by it or any of its Restricted Subsidiaries to a creditor of any Unrestricted Subsidiary in respect of any liability of any Unrestricted Subsidiary, (ii) no bank account of any Unrestricted Subsidiary shall be commingled with any bank account of the Borrowers, Holdings or any direct or indirect parent of the Borrowers or any of their Restricted Subsidiaries, and (iii) any financial statements distributed to any creditors of any Unrestricted Subsidiary shall clearly establish or indicate the corporate separateness of such Unrestricted Subsidiary from the Borrowers, Holdings or any direct or indirect parent of the Borrowers or any of their Restricted Subsidiaries.

  • Information on Corporate Actions The Custodian shall promptly deliver to the Trust all information received by the Custodian and pertaining to Securities being held by the Fund with respect to optional tender or exchange offers, calls for redemption or purchase, or expiration of rights. If the Trust desires to take action with respect to any tender offer, exchange offer or other similar transaction, the Trust shall notify the Custodian at least three Business Days prior to the date on which the Custodian is to take such action. The Trust will provide or cause to be provided to the Custodian all relevant information for any Security which has unique put/option provisions at least three Business Days prior to the beginning date of the tender period.

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