Board of Directors Resolutions. The Purchaser shall have received executed resolutions of the Board of Directors of the Seller approving this Agreement and the transactions contemplated herein.
Board of Directors Resolutions. (a) The Board of Directors of the Company (the “Board of Directors”) shall adopt within 45 days of the Effective Date resolutions pursuant to 8 Del. C. § 242(b), in form and substance reasonably satisfactory to the Trustees, to amend (i) the Charter to reduce the par value of the Common Stock to $0.000001 per share, and increase the number of authorized shares of Common Stock to 19 billion (the “Common Stock Amendment Proposal”), (ii) the Charter to reduce the par value of the Company’s Serial Preferred Stock (as defined in the Charter) to $0.00004 per share and increase the number of authorized shares of the Company’s Serial Preferred Stock to 13 billion (the “Serial Preferred Stock Amendment Proposal”), (iii) the Certificate of Designations such that (1) the number of shares of Series C Preferred Stock authorized and outstanding upon the effectiveness of the Serial Preferred Stock Amendment Proposal shall be the Number of Underlying Shares (as defined in the Certificate of Designations) as of the effective date of the Serial Preferred Stock Amendment Proposal, (2) the Conversion Ratio (as defined in the Certificate of Designations) as of any date shall equal the quotient obtained by dividing (x) the Number of Outstanding Shares (as defined in the Certificate of Designations) as of such date by (y) the Number of Outstanding Shares as of the effective date of such amendment and (3) the liquidation preference per share of the Series C Preferred Stock shall be $500,000 divided by the Number of Underlying Shares as of the effective date of such amendment (the “Series C Preferred Stock Amendment Proposal” and, collectively with the Common Stock Amendment Proposal and the Serial Preferred Stock Amendment Proposal, the “Special Meeting Shareholder Proposals”), (iv) the Charter (A) to permit the Board of Directors to issue classes of Serial Preferred Stock that are not of equal rank, such that the Board of Directors or a duly authorized committee thereof may, prior to issuance, in the resolution or resolutions providing for the issue of shares of each particular series, provide whether the shares of such series rank senior or junior to any other class of Serial Preferred Stock as to the right to receive dividends and the right to receive payments out of the assets of the Company upon voluntary or involuntary liquidation, dissolution or winding up of the Company and (B) to cause the Series D Preferred Stock and any other series of Serial Preferred Stock subsequent...
Board of Directors Resolutions. Delivery of resolutions of the Board of Directors of Creative Vistas approving the transactions contemplated herein; and
Board of Directors Resolutions. The Purchaser shall have received executed resolutions of the Board of Directors of Treasure Mountain approving the transactions contemplated herein.
Board of Directors Resolutions. The AC Technical Stockholders shall have received resolutions of the Board of Directors of Creative Vistas approving the transactions contemplated herein; and
Board of Directors Resolutions. The Company shall have received resolutions of the Board of Directors of AC Technical approving the transactions contemplated herein;
Board of Directors Resolutions. The Agent shall have received written evidence in form satisfactory to the Agent that all action on the part of the Borrower and the Guarantors necessary for the valid execution, delivery and performance by such Persons of this Agreement and the other Loan Documents to which such Person is or is to become a party shall have been duly and effectively taken. Without limiting the generality of the foregoing, the Agent shall have received from such Persons, as applicable, copies, certified as true, correct and complete by an individual acceptable to the Agent, of their respective resolutions adopted by their respective boards of directors.
Board of Directors Resolutions. The Shareholders shall have received executed resolutions of the Board of Directors of Dionics approving this Agreement and the transactions contemplated herein.
Board of Directors Resolutions. Banjo shall have delivered to the Company a copy of the corporate resolutions as well as a certificate signed by an officer of Banjo certifying to the adoption by its Board of Directors of resolutions approving this Agreement, and the transactions contemplated hereby and thereby.
Board of Directors Resolutions. Source shall have delivered to the Company a certificate signed by an officer of Source certifying to the adoption by its Board of Directors of resolutions approving this Agreement, the Australian Share Exchange Agreement and the transactions contemplated hereby and thereby.
