Bylaws and Corporate Authorizations Sample Clauses

Bylaws and Corporate Authorizations. Copies of the bylaws of the Company and each other Loan Party together with all authorizing resolutions and evidence of other corporate action taken by the Company and each other Loan Party to authorize the execution, delivery and performance by the Company and each other Loan Party of this Agreement and the other Loan Documents and the consummation by the Company and each other Loan Party of the transactions contemplated hereby, certified as true and correct as of the Effective Date by a duly authorized officer, respectively, of the Company and each other Loan Party.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Bylaws and Corporate Authorizations. Copies of the bylaws or operating agreement of each of the Borrower and the Guarantors together with all authorizing resolutions and evidence of other corporate or limited liability company action taken by the Borrower and the Guarantors to authorize the execution, delivery and performance by such corporation or limited liability company of the Loan Documents to which such corporation or limited liability company is a party and the consummation by such corporation or limited liability company of the transactions contemplated hereby, certified as true and correct as of the Closing Date by duly authorized officers of the Borrower or the Guarantors, as applicable.
Sample 1Sample 2Sample 3See All (4)
Bylaws and Corporate Authorizations. Copies of the bylaws or operating agreement of each of the Borrower, the Guarantors and the Canadian Companies together with all authorizing resolutions and evidence of other corporate or limited liability company action taken by the Borrower, the Guarantors and the Canadian Companies to authorize the execution, delivery and performance by such corporation or limited liability company of the Loan Documents to which such corporation or limited liability company is a party and the consummation by such corporation or limited liability company of the transactions contemplated hereby, certified as true and correct as of the Closing Date by duly authorized officers of the Borrower, the Guarantors and the Canadian Companies, as applicable.
Sample 1Sample 2
Bylaws and Corporate Authorizations. On or prior to June 19, 1998, copies of the bylaws of the Company and each other Loan Party together with all authorizing resolutions and evidence of other corporate action taken by the Company and each other Loan Party to authorize the execution, delivery and performance by the Company and each other Loan Party of this Agreement and the other Loan Documents and the consummation by the Company and each other Loan Party of the transactions contemplated hereby, certified as true and correct as of the Effective Date by a duly authorized officer, respectively, of the Company and each other Loan Party.
Sample 1
Bylaws and Corporate Authorizations. Copies of the by-laws of ----------------------------------- the Company together with all authorizing resolutions and evidence of other corporate action taken by the Company to authorize the execution, delivery and performance by the Company of this Agreement and the Revolving Credit Note and the consummation by the Company of the transactions contemplated hereby, together with a certificate of incumbency of the Company containing, and attesting to the genuineness of, the signatures of those officers authorized to act on behalf of the Company in connection with this Agreement and the Revolving Credit Note and the consummation by the Company of the transactions contemplated hereby, certified as true and correct as of the Effective Date by a duly authorized officer of the Company.
Sample 1

Related to Bylaws and Corporate Authorizations

  • Corporate Authorizations The execution and performance of this Exchange Plan and the acquisition of the Bank by the Company pursuant to an exchange of shares contemplated hereby have been authorized by the Board of Directors of the Bank. Subject to the approval of this Exchange Plan by the shareholders of the Bank in accordance with law, all corporate acts and other corporate proceedings required of the Bank for the due and valid authorization, execution, delivery, and performance of this Exchange Plan and consummation of the Exchange have been validly and appropriately taken. Subject to such shareholder approval and any conditions imposed in connection therewith as are required by law, this Exchange Plan and the Exchange are legal, valid, and binding obligations of the Bank, and are enforceable against it in accordance with the respective terms of such instruments, except that enforcement may be limited by bankruptcy, reorganization, insolvency, conservatorship, receivership and other similar laws and court decisions relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles and by provisions of United States and Louisiana laws relating to deceptive practices, misstatements or omissions of material facts in the sale of securities, fraud, and gross fault. Neither the execution, delivery, or performance of this Exchange Plan, nor the consummation of the share exchange transaction contemplated hereby will (i) violate, conflict with, or result in a breach of any provision of, (ii) constitute a default (or an event which, with notice of lapse of time or both, would constitute a default) under, (iii) result in the termination of or accelerate the performance required by, or (iv) result in the creation of any lien, security interest, charge, or encumbrance upon any of its properties or assets under, any of the terms, conditions, or provisions of its articles of incorporation or charter or by-laws or any material note, bond, mortgage, indenture, deed of trust, lease, license, contract, agreement, or other instrument or obligation to or by which it or any of its assets is bound; or violate any law or any order, writ, injunction, decree, stature, rule, or regulation of any governmental body applicable to it or any of its assets.

  • Corporate Authorization The execution, delivery and performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby are within the corporate powers of Parent and Merger Subsidiary and have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding agreement of each of Parent and Merger Subsidiary.

  • Organization and Corporate Authority The Seller is duly incorporated, validly existing and in good standing under the laws of the Republic of the Xxxxxxxx Islands, and has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller, has been effectively authorized by all necessary action, corporate or otherwise, and constitutes legal, valid and binding obligations of the Seller. No meeting has been convened or resolution proposed or petition presented and no order has been made to wind up the Seller.

  • Corporate Authorization; No Contravention The execution, delivery and performance by the Company and its Subsidiaries of this Agreement and each other Loan Document to which such Person is party, have been duly authorized by all necessary corporate action, and do not and will not:

  • Corporate authorisations copies of resolutions of the directors and stockholders of each Security Party approving such of the Underlying Documents and the Security Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s obligations thereunder, certified (in a certificate dated no earlier than the date of this Agreement) by an officer of such Security Party as:

  • Approvals and Authorizations Maintain all authorizations, consents, approvals and licenses from, exemptions of, and filings and registrations with, each Governmental Authority of the jurisdiction in which each Foreign Obligor is organized and existing, and all approvals and consents of each other Person in such jurisdiction, in each case that are required in connection with the Loan Documents.

  • Corporate Authority If Tenant is a corporation, each individual executing this Lease on behalf of said corporation represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said corporation, in accordance with a duly adopted resolution of the board of directors of said corporation or in accordance with the by-laws of said corporation, and that this Lease is binding upon said corporation in accordance with its terms.

  • Corporate Authority and Approval The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the Merger, subject only to (i) adoption of this Agreement by the holders of a majority of the outstanding Class A Shares entitled to vote on such matter at a meeting duly called and held for such purpose (the “Class A Requisite Vote”), (ii) the adoption of this Agreement by the holders of a majority of the outstanding Common Voting Shares entitled to vote on such matter at a meeting duly called and held for such purposes (the “Common Shares Requisite Vote”) and (iii) the adoption of this Agreement by the holders of a majority of the voting power of the Company entitled to vote thereon (together with the Class A Requisite Vote and the Common Shares Requisite Vote, the “Company Requisite Vote”). This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). As of the date of this Agreement, the board of directors of the Company has (i) (A) unanimously determined that the Merger is fair to, and in the best interests of, the Company and its shareholders, (B) approved the Merger and the other transactions contemplated hereby, (C) approved and declared advisable this Agreement, and (D) subject to Section 6.2, resolved to recommend the adoption of this Agreement to the holders of Class A Shares and to the holders of Common Voting Shares (the “Company Recommendation”), and (ii) directed that this Agreement be submitted to the holders of Shares for their adoption. The board of directors of the Company has taken all action so that Parent will not be an “interested shareholder” or prohibited from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Chapter 1704 of the OGCL) as a result of the execution of this Agreement or the consummation of the transactions in the manner contemplated hereby. The Company Requisite Vote is the only vote of holders of any class or series of capital stock of the Company necessary to adopt this Agreement and to consummate the Merger and the other transactions contemplated hereby under applicable Law or the Company Articles of Incorporation or Company Code of Regulations.

  • Required Authorizations There is no requirement to make any filing with, give any notice to, or obtain any Authorization of, any Governmental Entity as a condition to the lawful completion of the transactions contemplated by this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.