Authority of Xxxxxxxx. Xxxxxxxx is hereby granted full discretion to invest and reinvest all assets under its management in any type of security it deems appropriate, subject to the instructions given or guidelines set by Representative.
Authority of Xxxxxxxx. Xxxxxxxx is hereby granted limited discretion for a period of at least six (6) months following execution of the Agreement. During such time, Xxxxxxxx is required to receive approval from Client Representative or his/her designee, before investing and reinvesting any assets under its management in any type of security. After such time, Client Representative will have authority to xxxxx Xxxxxxxx, up to and including, full discretion to invest and reinvest all assets under its management in any type of security it deems appropriate, subject to the instructions given or guidelines set by Client Representative.
Authority of Xxxxxxxx. Xxxxxxxx is hereby granted authority to invest and reinvest all assets under its management in securities permitted by the Investment Policy, subject to the prior approval of Representative. Such approval may be granted orally, by facsimile, or by email.
Authority of Xxxxxxxx. Subject to any limitations imposed by applicable law or regulation, Xxxxxxxx shall render management and consulting services to the Company which services shall include advice and assistance concerning any and all aspects of the operations, planning and financing of the Company as needed from time to time. Such Xxxxxxxx services shall include (i) assisting in locating, interviewing and recruiting senior executive candidates, (ii) analyzing and reviewing the Company's proposed budget for fiscal 1997 and future periods, (iii) making recommendations concerning the Company's business strategies, (iv) working with management in establishing and monitoring the Company's financial and other controls, (v) providing advice and consultation in all areas of executing the Company's business plan, (vi) conducting relations on behalf of the Company with accountants, attorneys and other professionals, and (vii) making periodic reports to the Board with respect to the consulting services provided hereunder. Without limiting the generality of the foregoing, Xxxxxxxx will use its best efforts to cause Xxxxx X. Xxxxxxxx to devote substantially all his working time and attention to the business and affairs of the Company and to give the Company the benefit of his special knowledge, skill and business expertise to promote the Company's interests.
Authority of Xxxxxxxx. 9 Section 3.05. No Conflict; Required Filings and Consents............9 Section 3.06.
Authority of Xxxxxxxx. Xxxxxxxx has all requisite corporate power and authority to execute and deliver this Agreement and all other documents hereby contemplated, to consummate the transactions hereby and thereby contemplated and to take all other actions required to be taken by it pursuant to the provisions hereof and thereof. The execution, delivery and performance of, and consummation of the transactions contemplated by, this Agreement and all other documents hereby contemplated have been duly authorized by Xxxxxxxx'x Board of Directors and, except for approval of this Agreement and the transactions contemplated hereby by the holders of outstanding Xxxxxxxx Shares, no other corporate proceedings on the part of Xxxxxxxx are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement constitutes and, on the Closing Date, the Certificate of Merger and all other documents hereby contemplated to be executed by Xxxxxxxx will constitute, legal, valid and binding obligations of Xxxxxxxx, enforceable against it in accordance with their respective terms.
Authority of Xxxxxxxx. All steps which must or may be taken by the Underwriters in connection with the agreement resulting from the acceptance of this offer by the Corporation, with the exception of any consent to a settlement pursuant to subparagraph 10(b) (which consent shall be given by the Indemnified Party), a notice of termination pursuant to paragraph 9 (which notice may -50- be given by any of the Underwriters), or any waiver pursuant to subparagraph 9(d) (which waiver must be signed by all of the Underwriters), shall be taken by Xxxxxxxx on the Underwriters' behalf and the execution of this Agreement by the Underwriters shall constitute the Underwriters' irrevocable delegation to Xxxxxxxx of such authority and the Corporation's authority for accepting notification of any such steps from, and for delivering the certificates representing the Firm Shares, and any Additional Shares to, or to the order of Xxxxxxxx.
