Authorizing Action Sample Clauses

Authorizing Action. All action necessary to authorize the execution, delivery and performance by each Seller of this Agreement and the transactions contemplated hereby shall have been duly and validly taken by each Seller, and Sellers shall have delivered to Citadel certified copies of the resolutions of the stockholders, partners, members and board of directors (as applicable) of each Seller authorizing the execution and performance of this Agreement and authorizing or ratifying the acts of their officers and employees in carrying out the terms and provisions of this Agreement.
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Authorizing Action. This Agreement will become effective only upon: (a) the execution of this Agreement by an authorized representative of the Pool, (b) the execution of this Agreement by an authorized representative of the Member, and (c) the delivery to the Pool of a fully executed Agreement.
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Authorizing Action. (a) The Parties acknowledge that the currently effective disapplication to the Company of pre-emption rights under Section 561(1) of the Companies Xxx 0000 is limited in amount and time and that, under the AY Articles and applicable law, the rights of the Investors under Clauses 3.2(a)(i) and 3.2(a)(ii) are subject to such limitations. Notwithstanding the foregoing, and subject to Article 4, if at any time the Company allots or issues Equity Securities and, as a result of limitations imposed by applicable law or the AY Articles (including as a result of any failure to have disapplied pre-emption rights during such time period and sufficient in amount), any Investor or Affiliate thereof is unable to fully exercise the rights under Clauses 3.2(a)(i) and 3.2(a)(ii) that such Investor or Affiliate thereof would be entitled to exercise in the absence of such limitations, such Investor shall have the right to terminate the obligations and restrictions applicable to such Investor and its Affiliates under this Agreement, without liability to any Party, immediately upon written notice to the Company.
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Authorizing Action. Any action to be taken by the Members under the LaLLCL or this Agreement may be taken (1) at a meeting of the Members, held on such terms and after notice required by this Agreement, or (2) by written action of the Members. No notice need be given of any action proposed to be taken by written action, or an approval given by written action, unless specifically required by the LaLLCL or this Agreement. Copies of all written actions must be kept with the records of the Company.
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Authorizing Action. The Board of Directors and, if necessary, the stockholders of the Holder shall have duly adopted resolutions in the form reasonably satisfactory to the Company and shall have taken all action necessary for the purpose of authorizing the Holder to consummate all of the transactions contemplated hereby and the execution of this Agreement on behalf of Holder by the signatory hereto.
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Authorizing Action. Any action to be taken by the Partners under the LaPL or this Agreement may be taken (1) at a meeting of the Partners, held on such terms and after notice required by this Agreement, or (2) by written action of the Partners. No notice need be given of any action proposed to be taken by written action, or an approval given by written action, unless specifically required by this Agreement. Copies of all written actions must be kept with the records of the Partnership.
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Authorizing Action. This Agreement shall become effective upon its effective date as set forth in paragraph 3 of this Agreement and only upon the execution and delivery of this Agreement by an authorized representative of each Party on behalf of the Party and approved by the Party’s County Attorney as to form.
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Related to Authorizing Action

  • Authorization of Actions to Be Taken by the Trustee Under the Security Documents (a) Subject to the provisions of Section 7.01 and 7.02 hereof, the Trustee may, in its sole discretion and without the consent of the Holders of Notes, direct, on behalf of the Holders of Notes, the Collateral Agent to, take all actions it deems necessary or appropriate in order to:

  • Authorization of Actions to Be Taken (a) Each Holder of Securities, by its acceptance thereof, consents and agrees to the terms of each Security Document and the Intercreditor Agreement, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, authorizes and directs the Trustee and the Collateral Agent to enter into the Security Documents to which it is a party, authorizes and empowers the Trustee to direct the Collateral Agent to enter into, and the Collateral Agent to execute and deliver, the Intercreditor Agreement, and authorizes and empowers the Trustee and the Collateral Agent to bind the Holders of Securities and other holders of Obligations as set forth in the Security Documents to which it is a party and the Intercreditor Agreement and to perform its obligations and exercise its rights and powers thereunder.

  • Evidence of Action Taken by Securityholders Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by a specified percentage in principal amount of the Securityholders of any or all series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified percentage of Securityholders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Sections 5.01 and 5.02) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Article.

  • Waiver of Trial by Jury Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated hereby, or the actions of the Investor in the negotiation, administration, performance or enforcement hereof.

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