Certain Resolutions Sample Clauses

Certain Resolutions. The board of directors of the Company or the compensation committee thereof shall pass any necessary resolutions as soon as practicable after the date hereof to provide for the treatment of Company options as set forth in Section 6.3 of this Merger Agreement.
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Certain Resolutions. The Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of the Company, of a resolution of the board of directors of the Company evidencing that the Purchaser will 49 45 be registered as the owner of all the Shares together with a copy of the shareholders' register evidencing the Purchaser as the new owner of all the Shares;
Sample 1
Certain Resolutions. The Borrower shall, on or before March 3, 2000, deliver, or cause to be delivered, to the Administrative Agent resolutions of the Board of Directors of each of the Loan Parties, other than the Borrower, certified by the Secretary or an Assistant Secretary of such Loan Party which authorized the execution, delivery and performance by such Loan Party of this Amendment and the other Amendment Documents to which such Loan Party is or is to be a party.
Sample 1
Certain Resolutions. Prior to the consummation of the Merger, and as a condition to the Company's obligations to close the Merger, Acquiror agrees to take all actions reasonably necessary to secure an exemption from Section 16(b) of the Securities Exchange Act of 1934, pursuant to Rule 16b-3 under that Act, for all acquisitions, dispositions and reacquisitions of equity securities of Acquiror to occur directly or indirectly as a result of the Merger, pursuant to the Merger Agreement, the related Escrow Agreements or otherwise, by each of the following persons (or any entities in which they hold interest) who will become directors or officers of Acquiror at the time the Merger is consummated; (provided, however, that the foregoing agreement shall not limit Acquiror's rights or remedies under the Merger Agreement, the related Escrow Agreements or other agreements contemplated thereby): Xxxxxxx Xxxxxxx, Xxxx Xxxxxxxxx, Xxxxxxx Xxxxxx, and Xxxxxxx Xxxxx.
Sample 1

Related to Certain Resolutions

  • Effect of Certain Resolutions Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

  • Bylaws and Resolutions For each Credit Party, (a) such Person's bylaws, together with all amendments thereto and (b) resolutions of such Person's Board of Directors, approving and authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and the transactions to be consummated in connection therewith, each certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment.

  • 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.

  • Corporate Resolutions Delivery by the Company to the Buyer a copy of resolutions of the Company’s board of directors, approving and authorizing the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby in the form attached hereto as Exhibit C (the “Irrevocable Resolutions”);

  • 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.

  • Resolutions; Opinion The Loan Parties shall deliver to the Administrative Agent on or before the effective date of such increase the following documents in a form reasonably acceptable to the Administrative Agent: (1) certifications of their corporate secretaries with attached resolutions certifying that the increase in the Revolving Credit Commitment has been approved by such Loan Parties, and (2) an opinion of counsel addressed to the Administrative Agent and the Lenders addressing the authorization and execution of the Loan Documents by, and enforceability of the Loan Documents against, the Loan Parties.

  • Board Resolutions The Purchaser shall have received duly executed written resolutions of the board of directors of the Company, in the agreed form, approving: the transfer of the Purchased Shares to the Purchaser (or its nominee) at Closing; and the appointment of such persons as directors and/or officers of the Company as the Purchaser may request prior to Closing.

  • Internal Resolution With respect to all disputes arising between the Parties under this Agreement, including, without limitation, any alleged breach under this Agreement or any issue relating to the interpretation or application of this Agreement, if the Parties are unable to resolve such dispute within thirty (30) days after such dispute is first identified by either Party in writing to the other, the Parties shall refer such dispute to the Chief Executive Officers of the Parties for attempted resolution by good faith negotiations within thirty (30) days after such notice is received.

  • Informal Resolution The Receiver or the Corporation, as appropriate, (the “FDIC Party”) and the Assuming Institution shall negotiate in good faith to resolve any Dispute Item within thirty (30) Business Days following receipt of information concerning the Dispute Item.

  • Governing Law; Resolution of Disputes This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any dispute arising out of this Agreement shall, at the Executive’s election, be determined by arbitration under the rules of the American Arbitration Association then in effect (in which case both parties shall be bound by the arbitration award) or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Milwaukee, Wisconsin or, at the Executive’s election, if the Executive is not then residing or working in the Milwaukee, Wisconsin metropolitan area, in the judicial district encompassing the city in which the Executive resides; provided, that, if the Executive is not then residing in the United States, the election of the Executive with respect to such venue shall be either Milwaukee, Wisconsin or in the judicial district encompassing that city in the United States among the thirty cities having the largest population (as determined by the most recent United States Census data available at the Termination Date) which is closest to the Executive’s residence. The parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

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