Board Proceedings Sample Clauses

Board Proceedings. Notwithstanding anything to the contrary in this Agreement and the Restated Memorandum and Articles, and without limiting any requirements under applicable law, neither the officers or directors of the Group Companies shall take, permit to occur, approve, authorize, or agree or commit to do any of the following, or cause any Group Company to take, permit to occur, approve, authorize, or agree or commit to do any of the following, without the approval of the Board, including the affirmative vote or consent of at least two thirds of the Preferred Directors: (i) authorizing or consummating any merger, consolidation, share acquisition or other corporate reorganization, or any transaction or series of transaction in which in excess of 50% of the Company’s voting power is transferred; (ii) authorizing or consummating a public offering of any securities of any Group Company; or (iii) liquidating, winding up, or proceeding with other voluntary proceeding seeking liquidation, administration (whether out of court or otherwise), readjustment or other relief under any bankruptcy, insolvency or similar law or the appointment of a trustee, receiver, administrator (whether out of court or otherwise) of liquidator or similar officers.
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Board Proceedings. Upon notification from the Management Office to the Board to convene a hearing panel, the Board shall send written notice to the shareholder and all of those named on the lease for the apartment, outlining the statement of charges and the date, time and place for hearing. It shall notify the cooperator that he may be represented by counsel or someone of his or her own choice at the hearing. The hearsay rules shall not apply to the Board hearing. The Board will review such documentation as is presented to it by its Management and/or counsel and Management and/or counsel can call whichever witnesses they deem appropriate as to the acts underlying the charges and/or the procedures and the results of the conciliation process. The charged cooperator shall have the right to examine the proofs and question any witnesses. Upon the conclusion of the proof before the Board or the Hearing Panel, the cooperator may then present its own proof and/or witnesses to contradict the charges against him/her or to establish why the Board should not find that the charges were proven or if proven, not to terminate the lease. Such hearing shall be conducted with a stenographer present or by a recording device. Upon the conclusion of the proof and any responses thereto by the cooperator, the Board or its Hearing Panel will make a finding which shall be reduced to writing as to whether the charges were proven and if proven, the disposition or action to be taken in connection therewith. If the Board or its Hearing Panel determines that the charges have been proven (it is not necessary to prove each charge), then the Board will determine by a majority vote whether to terminate the shareholder’s lease for breach of the terms of his/her tenancy. If such determination is made, then counsel shall be authorized to commence proceedings in Landlord/Tenant Court of the Civil Court of the City of New York, County of Queens, or the Supreme Court to remove said shareholder/cooperator and all of the occupants of the apartment. In the event that the Board of Directors determines to terminate the tenancy, then the Board shall serve a 30 Day Notice of Termination on the cooperator stating that the Board duly voted to terminate his/her lease because of the conduct found by the Board at the hearing and shall include or attach thereto the written findings of the Board.
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Board Proceedings. 1. The District will provide the Association with an agenda for each official Board meeting, as soon as they become available. The District also agrees to provide the Association with minutes of each meeting, as soon as they become available for distribution.
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Board Proceedings. Attached hereto is a true, correct, and complete copy of all actions taken by the Issuer in connection with the sale and issuance of the Bonds and the execution and delivery of the Financing Documents and the Bonds consisting of the following: (a) Proceedings of the August 1, 2006 meeting of the Board of the Issuer adopting resolution ( the “Bond Resolution”); and (b) Proceedings of the April 28, 2006 meeting of the Board of the Issuer adopting a resolution (the “Inducement Resolution”). Each such Resolution is in full force and effect and has not been altered, amended, or repealed except as shown therein. All meetings of the Board of the Issuer at which action was taken in connection with the authorization, sale, and issuance of the Bonds, in accordance with the requirements of the Georgia statutes were meetings to which all members of the public had access and were held at a time reasonably convenient to the public, and notice of the time, date, and place of each such meeting and its tentative agenda was given at least 24 hours prior to the commencement of such meeting in a manner reasonably calculated to apprise the public of that information, including advising the news media who had filed a request for notice with the Issuer and posting the notice on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the building in which such meeting was to be held.
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Board Proceedings. Attached hereto is a true, correct, and complete copy of all actions taken by the Issuer in connection with the sale and issuance of the Bonds and the execution and delivery of the Financing Documents and the Bonds consisting of the following: (a) Proceedings of the August 1, 2006 and September 5, 2006 meetings of the Board of the Issuer adopting the original and amending resolutions for the Bonds ( the “Bond Resolution”); and (b) Proceedings of the April 28, 2006 meeting of the Board of the Issuer adopting a resolution approving the Project (the “Inducement Resolution”). Each such Resolution is in full force and effect and has not been altered, amended, or repealed except as shown therein. All meetings of the Board of the Issuer at which action was taken in connection with the authorization, sale, and issuance of the Bonds, in accordance with the requirements of the Georgia statutes were meetings to which all members of the public had access and were held at a time reasonably convenient to the public, and notice of the time, date, and place of each such meeting and its tentative agenda was given at least 24 hours prior to the commencement of such meeting in a manner reasonably calculated to apprise the public of that information, including advising the news media who had filed a request for notice with the Issuer and posting the notice on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the building in which such meeting was to be held.
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Board Proceedings. The District will provide the Union with an agenda and minutes of each official Board of Education meeting as soon as they become available.
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Board Proceedings. GP Corp. shall cause to be provided to JMB, substantially contemporaneously with distribution of copies thereof to members of its board of directors (but in no event later than three (3) days after such distribution), copies of all minutes of the meetings of such board and copies of all resolutions thereof passed by written consent. JMB shall treat all such materials as confidential and shall not distribute any thereof or otherwise disclose any information therein except as may be required to comply with applicable law; provided, however, that prior to any distribution or disclosure thereof, JMB shall cooperate with GP Corp. to obtain an appropriate protective order relating thereto.
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Related to Board Proceedings

  • Actions and Proceedings Lender has the right to appear in and defend any action or proceeding brought with respect to the Property and to bring any action or proceeding, in the name and on behalf of Borrower, which Lender, in its discretion, decides should be brought to protect its interest in the Property.

  • Actions, Suits and Proceedings There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting any Group Member that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or that involve this Agreement or the Transactions.

  • Litigation and Proceedings There are no actions, suits, proceedings, or investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. The Company does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

  • Suits and Proceedings To Seller’s Knowledge, except as listed in Exhibit H, there are no legal actions, suits or similar proceedings pending and served, or threatened in writing against Seller or the Property which (i) are not adequately covered by existing insurance and (ii) if adversely determined, would materially and adversely affect the value of the Property, the continued operations thereof, or Seller’s ability to consummate the transactions contemplated hereby.

  • Defense of Proceedings The Company will be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has notice, and the Company will be entitled to assume the defense of the Indemnified Parties therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding or (iv) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding after being provided notice thereof, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.

  • Proceedings Promptly on receipt by an Indemnified Person of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a), notify the Issuer, the Servicer and the Administrator of the Proceeding. The Issuer, the Servicer and the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense. If the Issuer, the Servicer or the Administrator notifies the Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Issuer, the Servicer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer, the Servicer and the Administrator will not be liable for fees and expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Issuer, the Servicer or the Administrator, as applicable, and an Indemnified Person. If there is a conflict, the Issuer, the Servicer or the Administrator will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person. No settlement of a Proceeding may be made without the approval of the Issuer, the Servicer and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld, conditioned or delayed.

  • Actions; Proceedings There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will, if determined adversely to the Assignor, materially adversely affect its ability to perform its obligations under this Assignment Agreement.

  • Corporate Acts and Proceedings The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.02.

  • Initiation of Proceedings If foreclosure approval has not been withheld by the Master Servicer and, where applicable, by the respective Primary Mortgage Insurer and/or the respective Pool Insurer, with respect to a Mortgaged Property, including Co-op Shares, the Servicer shall, unless it arranges for the sale by the Borrower of the Mortgaged Property to a third party pursuant to Section 13.3.3, initiate or cause to be initiated such foreclosure actions as are authorized by law and consistent with practices in the locality where the Mortgaged Property is located, including, in the case where such Mortgaged Property includes a residential long-term lease, the succession by the Servicer to the rights of the Borrower under the lease by foreclosure, assignment in lieu of foreclosure or other comparable means. If such Mortgaged Property has been abandoned or vacated by the Borrower and the Borrower has evidenced no intention of honoring his obligations under the related Mortgage Loan, the foreclosure process shall be expedited to the fullest extent permitted by law.

  • Pending Proceedings Borrower is not in default under any law or regulation or under any order of any court, board, commission or agency whatsoever, and there are no claims, actions, suits or proceedings pending or, to the knowledge of Borrower, threatened against or affecting Borrower or the Development, at law or in equity, before or by any court, board, commission or agency whatsoever which might, if determined adversely to Borrower, materially affect Borrower's ability to repay the Loan or impair the security to be given to the County pursuant hereto.

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