Board and Shareholders Resolutions Sample Clauses

Board and Shareholders Resolutions the original resolution of the directors and the shareholders of each Security Party (other than a resolution of the shareholders in respect of the Corporate Guarantor) (together, where appropriate, with signed waivers of notice of any directors’ or shareholders’ meetings) approving, and authorising or ratifying the execution of, this Second Supplemental Agreement and any document to be executed by that Security Party pursuant to this Second Supplemental Agreement;
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Board and Shareholders Resolutions. On or before the Completion Date, the Vendor shall procure the passing of the following board of the Company in terms approved by the Purchaser: (a) board resolution approving the transfer of the Sale Share to the Purchaser, or the transfer of any part of the Sale Share to nominees appointed by the Purchaser and registration of the share transfers referred to in Clause 5.2(b) subject only to their being duly stamped; (b) board resolution accepting the resignations referred to in Clause 5.2.(c) and appointing such persons as the Purchaser may nominate as directors and secretary of the Company; (c) board resolution revoking all existing authorities to bankers of the Company in respect of the operation of its bank accounts and giving authority in favour of such persons as the Purchaser may nominate to operate such accounts; and
Sample 1
Board and Shareholders Resolutions. Administrative Agent, Collateral Agent and Vendors shall have received resolutions of Purchaser's and each Guarantor's Board of Directors and Shareholders approving and authorizing the execution, delivery and performance of the Credit Documents to which it is a party and the transactions contemplated thereby, in form and substance reasonably satisfactory to Administrative Agent, Collateral Agent and Vendors and their respective counsel, such resolutions certified as of the initial Funding Date (unless a Guarantor other than Parent executes the Guaranty at a later date) by Purchaser's and each Guarantor's Secretary or an Assistant Secretary, as applicable, as being in full force and effect without modification or amendment.
Sample 1
Board and Shareholders Resolutions. A copy, certified by a director or the secretary of each Security Party as true, complete and accurate and neither amended nor revoked, of a resolution of the directors and a resolution of the shareholders of each Security Party (other than a resolution of the shareholders in respect of the Corporate Guarantor) (together, where appropriate, with signed waivers of notice of any directors’ or shareholders’ meetings) approving, and authorising or ratifying the execution of, this Second Supplemental Agreement by the Borrower and any document to be executed by the Security Party in question pursuant to this Second Supplemental Agreement.
Sample 1
Board and Shareholders Resolutions. 7.7.1. Subject to any applicable law, and to the Amended Articles, as applicable, all resolutions and actions of the Board of Directors and of the shareholders of the Company shall be taken by a majority vote. Notwithstanding the aforesaid, until the consummation of an IPO of the Company, the Company shall not take any of the following resolutions or actions except if the directors designated by the holders of the Preferred B Shares, and the holders of the Preferred B Shares, consented in writing to such resolution or action prior thereto: (i) the effecting of the IPO of the Company; (ii) adopt any amendment of the Memorandum, or Amended Articles (iii) adopt any action which would have the effect of amending the specific rights, preferences or privileges of the Preferred B Shares; (iv) authorize or issue any equity securities of any class or other securities convertible into shares of the Company, nor enter into any contract or grant any option for the issue of any such securities; (v) merge with or consolidate into any corporation, firm or entity, or sell or otherwise dispose of all or substantially all of its assets, tangible or intangible; (vi) enter into voluntary liquidation or effect the winding up of the Company; (vii) incur debt, that was not included in the respective Annual Plan or yearly budget, which exceeds the amount of US$10,000; (viii) enter into any transactions with any officer, director, shareholder or other Interested Party (as such term is defined in the Israeli Securities Law - 1968, or any member of the family or affiliate of such Interested Party, person controlled by it, person under common control or person it) or any other party related, directly or indirectly, to any of them; (ix) increase the number of Directors above eight (8) or change the manner of their designation to the Board of Directors; (x) declare or pay any dividend or other distribution of cash, shares, or other assets to the Company's shareholders in their capacity as such; (xi) effect a fundamental change in the Company's business; (xii) approve the Company's yearly budget and plan; (xiii) approve and fix signatory rights on behalf of the Company; and (xiv) the appointment and compensation of the Company's General Manager(s), Chief Executive Officer, Chief Operating Officer, Chief Technical Officer and Chief Financial Officer. 7.7.2. In the event that the Board of Directors of the Company is unable to reach a majority with respect to the following issues, the Chai...
Sample 1
Board and Shareholders Resolutions. On or before the Completion Date, the Vendors shall procure the passing of the following board and shareholders’ resolutions (as specified below) of the Company in terms approved by the Purchaser: (a) board resolution approving the transfer of the Sale Shares to the Purchaser, or the transfer of any part of the Sale Shares to nominees appointed by the Purchaser and registration of the share transfers referred to in Clause 5.2(b) subject only to their being duly stamped; (b) board resolution accepting the resignations referred to in Clause 5.2.(d) and appointing such persons as the Purchaser may nominate as directors and secretary of the Company; (c) board resolution revoking all existing authorities to bankers of the Company in respect of the operation of its bank accounts and giving authority in favour of such persons as the Purchaser may nominate to operate such accounts; and (d) if required, shareholders’ resolution accepting the resignations referred to in Clause 5.2(e) and appointing such firm as the Purchaser may nominate as auditors of the Company.
Sample 1
Board and Shareholders Resolutions. 7.7.1. Subject to any applicable law, and to the Amended Articles, as applicable, all resolutions and actions of the Board of Directors and of the shareholders of the Company shall be taken by a majority vote. Notwithstanding the aforesaid, until the consummation of an IPO of the Company, and as long as there are at least 2 directors which were nominated by the holders of the Preferred B Shares, the Company shall not take any of the following resolutions or actions except if the directors designated by the holders of the Preferred B Shares, or in case of a general meeting the majority holders of the Preferred B Shares, consented in writing to such resolution or action prior thereto: (i) the effecting of the IPO of the Company; (ii) adopt any amendment of the Memorandum, or Amended Articles (iii) adopt any action which would have the effect of amending the specific rights, preferences or privileges of the Preferred B Shares; (iv) only after an Additional Closing - authorize or issue any equity securities of any class or other securities convertible into shares of the Company, nor enter into any contract or grant any option for the issue of any such securities; (v) merge with or consolidate into any corporation, firm or entity, or sell or otherwise dispose of all or substantially all of its assets, tangible or intangible; (vi) enter into voluntary liquidation or effect the winding up of the Company; (vii) incur debt, that was not included in the respective Annual Plan or yearly budget, which exceeds the amount of US$20,000; (viii) enter into any transactions with any officer, director, shareholder or other Interested Party (as such term is defined in the Israeli Securities Law - 1968, or any member of the family or affiliate of such Interested Party, person controlled by it, person under common control or person it) or any other party related, directly or indirectly, to any of them; (ix) increase the number of Directors above eight (8) (or 7, as the case may be under the terms of Section 7.6.1) or change the manner of their designation to the Board of Directors; (x) declare or pay any dividend or other distribution of cash, shares, or other assets to the Company's shareholders in their capacity as such; (xi) effect a fundamental change in the Company's business; (xii) approve the Company's yearly budget and plan; (xiii) approve and fix signatory rights on behalf of the Company; and (xiv) the appointment and compensation of the Company's Chief Executive Offic...
Sample 1
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Board and Shareholders Resolutions. Promptly after the date hereof, each Party shall and shall cause the directors appointed by it to the Board to adopt the relevant resolutions approving each of the following: 1. The Parties agree to release each other from the obligation to pay for the unpaid portion of registered capital that each party has not yet paid in accordance with the Investment Contract. Accordingly, following the execution of this Agreement, Fuhua Glass shall be not obliged to pay $674,700 in unpaid registered capital. (1) the execution of this Agreement; (2) the Equity Transfer; (3) the termination of the JV Contract according to the terms of the Termination Agreement attached hereto as Appendix A; (4) the adoption of the Restated AoA attached hereto as Appendix B; (5) the conversion of the Company into a wholly foreign-owned enterprise (“WFOE”); (6) the dismissal of the existing Board of Directors, and the establishment of new Board of Directors with three (3) members all appointed by Sevcon; (7) the replacement of the general manager of the Company.
Sample 1

Related to Board and Shareholders Resolutions

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Certificate of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent prior to the Effective Time: (a) the Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to Exhibit B; (b) the Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time; and (c) the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time.

  • Indemnification of Company, Directors and Officers and Selling Shareholders Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • Certificate of Incorporation; Bylaws; Directors and Officers The Certificate of Incorporation of the Surviving Company from and after the Closing shall be the Certificate of Incorporation of ProVision until thereafter amended in accordance with the provisions therein and as provided by the applicable provisions of the State Corporation Law. The Bylaws of the Surviving Company from and after the Closing shall be the Bylaws of ProVision as in effect immediately prior to the Closing, continuing until thereafter amended in accordance with their terms, the Certificate of Incorporation of the Surviving Company and as provided by the State Corporation Law. The Directors of ProVision at the Effective Time shall continue to be the Directors of the Merger Sub.

  • Membership Meetings At the request of the Union the University agrees to grant a two (2) hour period twice a calendar year for purposes of a regular membership meeting. The University agrees to grant time off from work without loss of pay to those Employees regularly scheduled to work during that time.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Charter Documents Directors and Officers (a) The charter of the Acquiring Fund as in effect immediately prior to the Effective Time shall continue in full force and effect as the charter of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law. (b) The Bylaws of the Acquiring Fund as in effect immediately prior to the Effective Time shall continue in full force and effect as the Bylaws of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law. (c) The trustees and officers of the Acquired Fund immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation until their successors shall have been duly elected and qualified or until as otherwise provided by law, the charter of the Surviving Corporation or the Bylaws of the Surviving Corporation.

  • Senior Management and Boards of Directors 1. Neither Party may require that an enterprise of that Party, that is a covered investment, appoint to senior management positions natural persons of any particular nationality. 2. A Party may require that a majority of the board of directors, or any committee thereof, of an enterprise of that Party that is a covered investment, be of a particular nationality, or resident in the territory of the Party, provided that the requirement does not materially impair the ability of the investor to exercise control over its investment.

  • Board of Directors and Officers The directors and corporate officers of Buyer Sub immediately prior to the Effective Time shall continue to be the directors and corporate officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation, until their respective successors are duly elected or appointed (as the case may be) and qualified.

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