Board Resolutions of the Company Sample Clauses

Board Resolutions of the Company. A true and correct copy of the resolutions or minutes of a meeting of the Company’s board of directors or other relevant internal document evidencing approval of this Agreement and the matters contemplated hereby, certified by an authorized officer of the Company.
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Board Resolutions of the Company. On Closing, the Company shall cause board resolutions of the Company to be passed to the effect that: (a) the Subscriber and/or its nominee(s) be allotted and issued the New Shares to be subscribed by the Subscriber and/or its nominee(s) on the Closing Date, for cash at the Subscription Price; (b) the Subscriber and/or its nominee(s) be entered into the register of members of the Company as holders of the New Shares; (c) the appointment of XXXXX Xxxx Xxxxx Xxxxxxx or such other person as nominated by the Subscriber as director of the Company with effect from the Closing Date be approved; (d) all existing instructions to bankers are revoked and are replaced by alternative instructions in such form as the Subscriber may agree; and (e) such other matters to be dealt with and resolved upon as the Subscriber shall agree for the purpose of giving effect to the provisions of this Agreement.
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Board Resolutions of the Company. At Closing, the Seller shall procure that the following business is transacted at a meeting of the directors of the Company and at which: 6.3.1 the directors of the Company shall approve: a) the: i registration of the issue and transfers of the Option Shares to the Optionholders upon exercise of the Company Options; and ii the entry of the Optionholders in the register of members of the Company subject only to the transfers being presented duly stamped; and b) the:
Sample 1
Board Resolutions of the Company. On Completion the Vendors shall procure the passing of Board Resolutions of the Company inter alia: 7 4.4.1 amending existing authorities to bankers in respect of the operation of its bank accounts as requested by the Purchaser and giving authority in favour of such persons as the Purchaser may nominate in relation to such accounts;
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Board Resolutions of the Company. On or prior to Closing, the Company shall pass and the Existing Shareholders shall cause the Company to pass board resolutions to the effect that: (i) the execution and performance by Xxxxxx under the Equitable Share Mortgage is authorized and approved (ii) the Subscription Shares be allotted and issued to each of WSCP and HPC on the Closing Date, for cash at the Subscription Consideration; (iii) the transfer of the Sale Shares shall be approved for registration and the relative share certificates issued to each of WSCP and HPC or its respective nominee(s); (iv) each of WSCP and HPC or its respective nominee(s) be entered into the register of members of the Company as holders of the Subscription Shares and the Sale Shares;
Sample 1
Board Resolutions of the Company. On Completion the Sellers shall procure the passing of board resolutions of the Company in the agreed terms, including: 4.5.1 approving the registration of the share transfers referred to in clause 4.2.1 subject only where necessary to their being duly stamped; 4.5.2 appointing Jxxxxx X. Xxxxxx Junior and Rxxxxxx X. Xxxxxxxx as directors and Jxxxxx X. Xxxxxx Junior as secretary and accepting the resignations referred to in clause 4.2.2 so as to take immediate effect at the close of the meeting; 4.5.3 accepting the resignation referred to in clause 4.2.3 and appointing Sxxxx & Wxxxxxxxxx as auditors of the Company so as to take effect at the close of the meeting; 4.5.4 approving the Service Agreement and the Consultancy Agreements and the Settlement Agreements; 4.5.5 revoking all existing authorities to bankers in respect of the operation of its bank accounts insofar as they relate to Rxxxxxxx Xxxxxxx and Bxx Xxxxxxx, giving authority in favour of such persons as the Buyer may nominate to operate such accounts and amending the existing authorities to limit the authority of Cxxxxxxxx Xxxxxxx and Sxxxx Xxxxxxx to £sums less than £50,000, and shall deliver to the Buyer duly certified copies of such resolutions.
Sample 1
Board Resolutions of the Company. On Completion the Vendor shall procure the passing of board resolutions of the Company: 6.3.1 revoking all existing authorities to bankers 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; 6.3.2 accepting the resignations referred to in clause 6.2.4 and appointing such persons (within the maximum number permitted by the Articles of Association) as the Purchaser may nominate as statutory directors and secretary; 6.3.3 approving the registration of the share transfers referred to in clause 6.
Sample 1
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Related to Board Resolutions of the Company

  • Board Resolutions The Company shall have received resolutions duly adopted by Pubco’s Board of Directors approving the execution, delivery and performance of the Agreement and the transactions contemplated by the Agreement.

  • Board Resolution The term “

  • Certified Resolutions A certified copy of the resolutions of the Board of Directors of Buyer authorizing and approving this Agreement and the consummation of the transactions contemplated by this Agreement.

  • Officer’s Certificate of the Company The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the Closing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

  • Authorizing Resolutions Notwithstanding the foregoing provisions of this section 5.1, an Authorizing Resolution may limit the authority of the Manager and/or confer voting rights on Investor Members.

  • Supplemental Indentures Without the Consent of Securityholders In addition to any supplemental indenture otherwise authorized by this Indenture, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes: (a) to cure any ambiguity, defect, or inconsistency herein or in the Securities of any series; (b) to comply with Article Ten; (c) to provide for uncertificated Securities in addition to or in place of certificated Securities; (d) to add to the covenants, restrictions, conditions or provisions relating to the Company for the benefit of the holders of all or any series of Securities (and if such covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such covenants, restrictions, conditions or provisions are expressly being included solely for the benefit of such series), to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default, or to surrender any right or power herein conferred upon the Company; (e) to add to, delete from, or revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication, and delivery of Securities, as herein set forth; (f) to make any change that does not adversely affect the rights of any Securityholder in any material respect; (g) to provide for the issuance of and establish the form and terms and conditions of the Securities of any series as provided in Section 2.01, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to the rights of the holders of any series of Securities; (h) to evidence and provide for the acceptance of appointment hereunder by a successor trustee; or (i) to comply with any requirements of the Commission or any successor in connection with the qualification of this Indenture under the Trust Indenture Act. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02.

  • Instructions of the Company The Company shall have the right, by one or more instruments in writing executed and delivered to the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to the Collateral Agent, or of exercising any power conferred on the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided, however, that (i) such direction shall not conflict with the provisions of any law or of this Agreement and (ii) the Collateral Agent, the Custodial Agent and the Securities Intermediary shall be adequately indemnified as provided herein. Nothing in this Section 8.2 shall impair the right of the Collateral Agent in its discretion to take any action or omit to take any action which it deems proper and which is not inconsistent with such direction.

  • Supplemental Indentures Without Consent of Securityholders The Issuer, when authorized by a resolution of its Board (which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby), and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity to the Issuer, or successive successions, and the assumption by the successor legal entity of the covenants, agreements and obligations of the Issuer pursuant to Article 8; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Trustee shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default; (d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 5.10. The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 7.02.

  • Reference in Securities to Supplemental Indentures Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

  • Resignations of Directors Any directors of the Company, other than those identified on Schedules 2.1, shall have resigned as directors of the Company.

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