Authorization to the Company Sample Clauses

Authorization to the Company. In furtherance of the foregoing, each Shareholder irrevocably appoints the Company to take, and the Company is hereby expressly authorized by each Shareholder to take on such Shareholder’s behalf (without receipt of any further consent by such Shareholder), any or all of the following actions: (i) vote all of the voting shares or ownership interest in the Group Companies beneficially owned by such Shareholder in favor of any such proposed Drag Along Sale; (ii) otherwise consent on such Shareholder’s behalf to such proposed Drag Along Sale; (iii) sell all of such Shareholder’s shares or ownership interest in the Group Companies in such proposed Drag Along Sale, in accordance with the terms and conditions of this Section 7; and (iv) act as such Shareholder’s attorney-in-fact in relation to any such proposed Drag Along Sale and have the full authority to sign and deliver, on behalf such Shareholder, share transfer certificates, share sale or exchange agreements and certificates of indemnity relating to any Shares in the event that such Shareholder has lost or misplaced the relevant share certificate.
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Authorization to the Company. In the event the Company is unable, after reasonable effort, to secure Developer's signature on any patent, copyright or other analogous protection relating to the Assigned Rights for any reason whatsoever, including, without limitation, because of physical or other incapacity, Developer hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as its agent and attorney-in-fact, to act for and on its behalf and stead to execute and file any such application, applications or other documents and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of letters patent, copyright or other analogous rights or protections thereon with the same legal force and effect as if executed by Developer. Developer's obligation to assist the Company in obtaining and enforcing patents and copyrights for the Assigned Rights in any and all countries shall continue beyond the termination of Developer's relationship with the Company, but the Company shall compensate Developer at a reasonable rate after such termination for time actually spent by Developer at the Company's request on such assistance.
Sample 1
Authorization to the Company. 2.1 Subject to Clause 4, the Company shall have full and sole discretionary authority to manage the Account from the Effective Date. The Company shall supervise and direct the investment of the Account through its own employees or employees of one or more of its affiliates that are qualified to act as an investment adviser under the applicable laws and regulations provided that (i) all persons, when providing services hereunder, are functioning as part of an organized group of persons, and (ii) such organized group of persons is managed at all times by authorized officers of the Company. The Company is hereby duly authorized, without prior approval of or notice to Client, to: (a) make and implement all investment decisions; (b) subscribe for, buy, sell (including selling short), exchange, convert and otherwise trade in any stocks, bonds and other financial instruments on cash or margin basis or to borrow or lend securities through any broker and to give authority and / or direction to such broker in the management of the Account on a discretionary basis; (c) select, appoint or employ agent, sub-agents, nominees, brokers, dealers, custodians and sub- custodians, depositories, advisors, bankers, attorneys, managers, intermediaries, underwriters and any of its affiliates or associates (collectively the “Agents”) as the Company may in its sole and absolute discretion deem fit and delegate to any such Agents the Company’s obligations to the Client and exercise of the Company’s rights, powers and authorities under this Agreement and any other further or other mandates, instructions, authorities, arrangements or agreements entered into, whether pursuant to this Agreement or otherwise, between the Company and the Client from time to time; (d) to furnish to the Agents evidence of the Company’s authority to act as investment adviser including the Client’s name, when the Company deems appropriate and to open, establish and maintain accounts at, and to place orders for the execution of such transactions with or through, any of the Agents; and (e) make and execute any and all such documents and to take any action which the Company deems necessary, appropriate or desirable to carry out its duties hereunder in connection with the management of the Account. 2.2 In this Agreement, “Investment” means (i) stocks, shares, units in unit trust and other equity securities,
Sample 1

Related to Authorization to the Company

  • Confirmation to the Company If acting as sales agent hereunder, the Agent will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has placed Shares hereunder setting forth the number of shares sold on such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof.

  • Authorization to Proceed A fully executed and approved authorization in the form of Attachment 6 to this Agreement, Authorization to Proceed (“ATP”) accompanied by an executed purchase order document issued by the Owner to the Project Consultant, authorizing the performance of specific professional services, authorizing commencement of a Phase as defined in Article 2.1 through Article 2.8, and stating the time for completion and the amount of fee authorized for such services.

  • Authorization to Sell You are to offer and sell shares only at the regular public price currently determined by the respective Funds in the manner described in their offering Prospectuses. This Agreement on your part runs to us and to the respective Funds and is for the benefit of and enforceable by each. The offering Prospectuses and this Agreement set forth the terms applicable to members of the Selling Group and all other representations or documents are subordinate. You understand that Class 529 shares of the Funds are available only as underlying investments through the Program.

  • Consideration to the Company In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

  • Authorization, Etc This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

  • Authorization and Consent The Government has given its authorization and consent for all use and manufacture of any invention described in and covered by a patent of the United States in the performance of this Agreement or any part hereof or any amendment hereto or any subcontract hereunder (including any lower-tier subcontract) which is expected to exceed $100,000.

  • Authorization; Consents The execution, delivery and performance by the Allocatee of the Allocation Agreement and the carrying out of the authorized use(s) of the NMTC Allocation provided hereunder are within the Allocatee’s powers and have been duly authorized by all necessary corporate, partnership or limited liability company action and no consent, approval, authorization or order of, notice to and filing with, any third party including, without limitation, any governmental entity which has not been previously obtained, is required in connection with such execution, delivery and performance. The Allocatee will make all such notices or filings that may be required after the Allocation Date in accordance with the applicable time periods for such notices or filings.

  • Authorization and Power Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board of directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

  • Notification to the Union The Employer will notify the JHSC and union in writing of all incidents related to violence within 4 days. For critical injuries the Employer will notify the JHSC and the union immediately and in writing within 48 hours. Such notices will contain all of the information as prescribed in section 5 of the health care regulation.

  • Authorization to File Borrower hereby authorizes Bank to file UCC financing statements without notice to Borrower, with all appropriate jurisdictions, as Bank deems appropriate, in order to further perfect or protect Bank’s interest in the Collateral, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed to violate the rights of the Bank under the Code.

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