Authority of Audits Sample Clauses

Authority of Audits. 11 (c) Capitalization........................................................................11 (d) Consents, etc.........................................................................12 (e) Reports and Financial Statements......................................................12 (f) Absence of Certain Changes or Events..................................................13 i
Sample 1
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Authority of Audits. Audits has the corporate power to enter into this Agreement and, subject to the approval of the Merger by its stockholders, to carry out the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Offer, the Merger and the other transactions contemplated hereby have been duly approved and authorized by the Board of Directors of Audits and the Board of Directors of Audits has recommended that holders of Audits Shares adopt this Agreement, tender their Audits Shares pursuant to the Offer and approve the Merger. Except for the adoption of this Agreement and approval of the Merger by its shareholders, no other corporate acts or proceedings on the part of Audits are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. Subject to the approval of the Merger by its shareholders, this Agreement constitutes the valid and legally binding obligation of Audits enforceable against Audits in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally. Except as set forth in Part B of the Disclosure Schedule, the execution and delivery of this Agreement by Audits does not, and the consummation of the transactions contemplated hereby will not, violate or constitute a default or give rise to any third party rights or third party consent requirements under (i) any provision of the Certificate of Incorporation or By-Laws of Audits, (ii) any provision of (or under which there would arise a right of termination, cancellation, modification or acceleration of any obligation, or any right to payment or compensation, or any right of a third party to purchase any asset or interest of Audits or any of the Subsidiaries, or the loss of any other material benefit by Audits or any of the Subsidiaries) any mortgage, note, lien, lease, agreement, indenture, loan or credit agreement, contract, joint venture agreement, stockholders agreement, operating agreement, license, permit, order, concession, instrument, arbitration award, judgment or decree to which Audits or any of the Subsidiaries is a party or by which Audits or any of the Subsidiaries is bound or to which any material property of Audits or any of the Subsidiaries is subject or (iii) any laws of the United States or any state or jurisdiction in which Audits or any of the Subsidiaries conducts business, except in the case of (ii) o...
Sample 1

Related to Authority of Audits

  • Authority of Agent Each Grantor acknowledges that the rights and responsibilities of Agent under this Agreement with respect to any action taken by Agent or the exercise or non-exercise by Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between Agent and any Grantor, Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation or entitlement to make any inquiry respecting such authority.

  • Authority of X X. Xxxxxx Securities Inc. Any action by the Underwriters hereunder may be taken by X.X. Xxxxxx Securities Inc. on behalf of the Underwriters, and any such action taken by X.X. Xxxxxx Securities Inc. shall be binding upon the Underwriters.

  • Evidence of Authority The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it to be genuine and to have been properly executed by or on behalf of the Fund. The Custodian may receive and accept a certified copy of a vote of the Board of Directors of the Fund as conclusive evidence (a) of the authority of any person to act in accordance with such vote or (b) of any determination or of any action by the Board of Directors pursuant to the Articles of Incorporation as described in such vote, and such vote may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.

  • Scope of Authority NW hereby authorizes Distributor on a non-exclusive agency basis, and Distributor accepts such authority, subject to the registration requirements of the 1933 Act and the 1940 Act, the provisions of the 1934 Act and conditions herein, to be the distributor and principal underwriter for the sale of the Contracts to the public in each state and other jurisdiction in which the Contracts may lawfully be sold during the term of this Agreement. Distributor shall actively discharge its duties and responsibilities under this Agreement on a continuous basis while the Registration Statements for the Contracts remain effective. Distributor shall use its best efforts to promote and market the Contracts actively subject to compliance with applicable laws, rules and regulations, including NASD Rules. However, Distributor shall not be obligated to sell any Contracts. NW and Distributor agree that Distributor may distribute variable insurance products and other investment products for other companies, subject to the terms and conditions of its Membership Agreement with FINRA.

  • Authority of Officers The officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Manager or the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the officers taken in accordance with such powers shall bind the Company.

  • Warranty of Authority Each of the individuals signing this Agreement on behalf of a party hereto warrants and represents that such individual is duly authorized and empowered to enter into this Agreement and bind such party hereto.

  • Authority of Board Nothing contained in this Section 4 shall limit the authority of the Board to take such other action to the extent permitted by law as it deems necessary or advisable to preserve the Company’s status as a non-reporting company under the Exchange Act.

  • Termination of Authority Immediately upon the Executive terminating or being terminated from his employment with the Company for any reason, notwithstanding anything else appearing in this Agreement or otherwise, the Executive will stop serving the functions of his terminated or expired position(s) and shall be without any of the authority or responsibility for such position(s).

  • Limit of Authority Unless otherwise expressly limited by the resolution of appointment or by subsequent action by the Fund, the appointment of DST as Transfer Agent will be construed to cover the full amount of authorized stock of the class or classes for which DST is appointed as the same will, from time to time, be constituted, and any subsequent increases in such authorized amount. In case of such increase the Fund will file with DST:

  • Modification or Revocation of Authority of Advisor The Board may, at any time upon the giving of notice to the Advisor, modify or revoke the authority or approvals set forth in Article 3 and this Article 4 hereof; provided, however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed the Company prior to the date of receipt by the Advisor of such notification.

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