Closing Board Actions Sample Clauses

Closing Board Actions. On the Closing Date, the Investors shall remit their respective portions of the Subscription Amount to the designated bank account of the Company, and simultaneously upon receipt of the Subscription Amount into the designated bank account of the Company, the Company shall, in a meeting of the Board: 4.1.1. effect the issue and allotment of the Investor Securities; 4.1.2. make necessary entries in the Company’s register of members, reflecting ▇▇▇▇▇▇▇▇ as the holder of the Bessemer Securities and deliver to Bessemer a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Bessemer Securities; 4.1.3. make necessary entries in the Company’s register of members, reflecting NVP as the holder of the NVP Securities and deliver to NVP a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the NVP Securities; 4.1.4. make necessary entries in the Company’s register of members, reflecting SAIF as the holder of the SAIF Securities and deliver to SAIF a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the SAIF Securities; 4.1.5. make necessary entries in the Company’s register of members, reflecting Accel as the holder of the Accel Securities and deliver to Accel a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Accel Securities; 4.1.6. make necessary entries in the Company’s register of members, reflecting ▇▇▇▇▇▇▇▇ as the holder of the Apoletto Securities and deliver to Apoletto a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Apoletto Securities; 4.1.7. approve the appointment of the Bessemer Observer as an observer on the Board; and 4.1.8. issue the duly executed, adequately stamped and certified original certificates in respect of the Investor Securities to the Investors.
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Closing Board Actions. On the Closing Date, the Investor shall commence wires for the remittance of the Subscription Amount to the designated bank account of the Company, as detailed in Part B of SCHEDULE 1 and simultaneously upon receipt of the Subscription Amount into the designated bank account of the Company, as detailed in Part B of SCHEDULE 1, the Company shall, in a meeting of the Board approve: 4.1.1. the allotment of the Investor Securities to the Investor; 4.1.2. making of necessary entries in the Company’s register of members, reflecting the Investor as the holder of the Investor Securities and deliver to the Investor a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Investor Securities to the Investor and issuance of a duly stamped and executed share certificate evidencing the issue and allotment of the Investor Securities to the Investor; 4.1.3. the appointment of the Investor’s nominee to the Board (if so required by the Investor), subject to Shareholders’ approval at a duly convened extraordinary general meeting; 4.1.4. the adoption of the Restated Articles, subject to Shareholders’ approval at a duly convened extraordinary general meeting; and 4.1.5. convening of an extraordinary general meeting of all its Shareholders at shorter notice to approve the matters set out in Clause 4.2 below and to issue notice to the Shareholders in respect of such meeting.
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Closing Board Actions. On the Closing Date, the Investors shall commence wires for the remittance of their respective portions of the Subscription Amount to the designated bank account of the Company, and simultaneously upon receipt of the Subscription Amount into the designated bank account of the Company, the Company shall, in a meeting of the Board approve: 4.1.1. making of necessary entries in the Company’s register of members, reflecting ▇▇▇▇▇▇▇ as the holder of the Naspers Securities and deliver to Naspers a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Naspers Securities to Naspers; 4.1.2. make necessary entries in the Company’s register of members, reflecting ▇▇▇▇▇▇▇▇▇▇ as the holder of the Wellington Securities and deliver to Wellington a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Wellington Securities to Wellington; and 4.1.3. make necessary entries in the Company’s register of members, reflecting MTDP as the holder of the MTDP Securities and deliver to MTDP a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the MTDP Securities to MTDP; 4.1.4. issuance of a duly stamped and executed share certificate evidencing the issue and allotment of the Naspers Securities to Naspers; 4.1.5. issuance of a duly stamped and executed share certificate evidencing the issue and allotment of the Wellington Securities to Wellington; 4.1.6. issuance of a duly stamped and executed share certificate evidencing the issue and allotment of the MTDP Securities to MTDP; and 4.1.7. the adoption of the Restated Articles, subject to the approval of the Shareholders.
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Closing Board Actions. 1. On the First Closing Date, Northern Arc First Closing Date (as the case may be), the Company shall, in a meeting of the Board: A. effect the issue and allotment of the relevant Subscription Securities as more particularly set out in Schedule 1 Part C to the Anchor Investors, free of any Encumbrances; B. register the Anchor Investors to whom Subscription Securities is issued as legal and beneficial owners of their respective portions of the relevant Subscription Securities in the Company’s register of Shareholders; C. approve the appointment of each Anchor Investor’s (to whom Subscription Securities have been issued) nominee as non-executive nominee Directors on the Board (“Anchor Investor Nominee Directors”) and on the First Closing Date, approve the appointment of a nominee of Northern Arc as an Investor Observer as defined in the Framework Agreement. D. appoint the Founder as Managing Director and as the ‘Officer in Default’ (in accordance with the provisions of clause 5.13.1 of the Framework Agreement) for the purposes of compliances under Applicable Laws,
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Closing Board Actions. On the Closing Date, simultaneously upon receipt of the subscription amount by the Investor into the designated bank account of the Company, the Company shall, in a meeting of the Board: a) effect the issue and allotment of the Investor Shares; b) register the Investor as member of the Company and make necessary entries in the Company’s register of members in respect of the Investor Shares and deliver to the Investor true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Investor Shares; c) approve the appointment of M▇. ▇▇▇▇▇ ▇▇▇▇▇, M▇. ▇.▇. ▇▇▇▇▇ and M▇. ▇▇▇▇▇ ▇▇▇▇▇ as nominee of the Investor to the Board (“Investor Directors”) as additional Directors of the Company; d) authorize necessary entries in the Company’s register of Directors in respect of appointment of the Investor Directors and deliver to the Investor, true extract, duly certified by a Director, of the updated register of Directors reflecting the appointment of the Investor Directors; e) adopt the restated Articles (in a form which shall be to the satisfaction of the Investor), subject to approval of the Shareholders in a Shareholders’ meeting; f) issue the duly executed, adequately stamped and certified original certificates in respect of the Investor Shares to the Investor; and g) issue a Notice to convene, at shorter Notice, an extraordinary general meeting of the Shareholders of the Company on the Closing Date.
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Related to Closing Board Actions

  • Board Actions Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take such other actions as are reasonably necessary and appropriate (including using reasonable best efforts to obtain any required consents) to effect the transactions described in this Section 2.4.

  • Board Action When a conflict of interest is relevant to a matter requiring action by the Board of Directors/Trustees or other governing body, the Board member or other governing person, officer, employee, or agent (person(s)) must disclose the existence of the conflict of interest and be given the opportunity to disclose all material facts to the Board and members of committees with governing board delegated powers considering the possible conflict of interest. After disclosure of all material facts, and after any discussion with the person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. In addition, the person(s) shall not participate in the final deliberation or decision regarding the matter under consideration and shall leave the meeting during the discussion of and vote of the Board of Directors/Trustees or other governing body.

  • Determinations and Actions by the Board of Directors, etc For all purposes of this Agreement, any calculation of the number of Common Shares outstanding at any particular time, including for purposes of determining the particular percentage of such outstanding Common Shares of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act. The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board, or the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right and power to (i) interpret the provisions of this Agreement and (ii) make all determinations deemed necessary or advisable for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend the Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) which are done or made by the Board in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights Certificates and all other parties and (y) not subject the Board to any liability to the holders of the Rights.

  • Required Actions (a) Subject to the terms hereof, including Section 6.03(c), Parent and the Company shall each use reasonable best efforts to (i) take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated hereby as promptly as practicable, (ii) as promptly as practicable, obtain from any Governmental Entity or any other third party any Consents required to be obtained or made by Parent or the Company or any of their respective Subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) defend any lawsuits or other Actions, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) as promptly as practicable, make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Merger required under (A) the Securities Act and the Exchange Act, and any other applicable Federal or state securities Laws, and (B) any other applicable Law and (v) execute or deliver any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement. Parent and the Company shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, considering in good faith all reasonable additions, deletions or changes suggested in connection therewith. Parent and the Company shall use their respective reasonable best efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the transactions contemplated hereby. (b) In connection with and without limiting Section 6.03(a), the Company and the Company Board and Parent and the Parent Board shall (i) take all action reasonably appropriate to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any transaction contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to this Agreement or any transaction contemplated by this Agreement, take all action reasonably appropriate to ensure that the Merger and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this Agreement. (c) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and use their respective reasonable best efforts to (i) obtain any FCC Consents, PSC Consents, and Local Consents, and to make any registrations, declarations, notices or filings, if any, necessary for the consummation of the transactions contemplated hereby, (ii) in consultation and cooperation with the other, as promptly as practicable file all applications required to be filed with the FCC (the “FCC Applications”), any State Regulators (the “PSC Applications”) and any Localities to obtain the FCC Consents, PSC Consents and Local Consents, respectively, (iii) respond as promptly as practicable to any requests of the FCC, any State Regulator, or any Locality for information relating to any FCC Application or PSC Application, as applicable; provided, that each of Parent and the Company shall consult with the other before communicating with any Governmental Entity relating to these matters, and to the extent permitted by applicable Law and reasonably practicable shall enable the other party to participate in each such communication, and (iv) cure, not later than the Effective Time, any material violations or defaults under any FCC Rules or rules of any State Regulator or Locality. (d) Upon the terms and subject to the terms and conditions of this Agreement, Parent and the Company agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Consents of any Governmental Entity, and to make any registrations, declarations, notices or filings, if any, necessary for Closing under the HSR Act, and any other Federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or regulation of foreign investment (collectively, “Antitrust Laws”), to respond to any requests of any Governmental Entity for information under any Antitrust Law, to secure the expiration or termination of any applicable waiting period, to resolve any objections asserted with respect to the transactions contemplated hereby raised by any Governmental Entity and to contest and resist any action, including any legislative, administrative or judicial action, and to prevent the entry of any court order and to have vacated, lifted, reversed or overturned any Judgment (whether temporary, preliminary or permanent) that restricts, prevents or prohibits the consummation of the Merger or any other transactions contemplated hereby under any Antitrust Law. (e) Subject to applicable Law and the instructions of any Governmental Entity, Parent and the Company shall in good faith cooperate, consult and consider the other’s views in order to jointly develop (but subject to Parent’s final approval (not to be unreasonably withheld, conditioned or delayed)), (x) the strategy for obtaining any Consents from any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) in connection with the Merger and the other transactions contemplated hereby and (y) the positions to be taken and the regulatory actions to be requested in any filing or submission with a Governmental Entity in connection with the Merger and the other transactions contemplated hereby and in connection with any investigation or other inquiry or Action by or before, or any negotiations with, a Governmental Entity relating to the Merger and the other transactions contemplated hereby and of all other regulatory matters incidental thereto. (f) For the purposes of this Section 6.03, “reasonable best efforts” shall include taking any and all actions necessary to obtain the Consents of any Governmental Entity (including the FCC Consents, PSC Consents and Local Consents) required to consummate the Merger and the other transactions contemplated hereby prior to the End Date; provided that nothing in this Agreement shall permit the Company or the Company Subsidiaries (without the prior written consent of Parent) or require Parent or the Parent Subsidiaries to take or refrain from taking, or agree to take or refrain from taking, any action or actions that, individually or in the aggregate, would be reasonably likely to have a either a Parent Material Adverse Effect or Company Material Adverse Effect (each a “Burdensome Condition”). For the avoidance of doubt, notwithstanding any request or consent of Parent to do so, in no event shall the Company or the Company Subsidiaries be required to submit to a Burdensome Condition unless such Burdensome Condition is conditioned in all respects upon the consummation of the Merger and will not be effective for any purpose until after the Effective Time, and any such Burdensome Condition imposed on the Company or the Company Subsidiaries at the request of or with the consent of Parent shall not affect any representation or warranty of the Company under this Agreement or any condition under Section 7.01 or Section 7.03 to the obligation of Parent and Merger Sub to effect the Merger.

  • Matters Requiring Investor Director Approval So long as the holders of Preferred Stock are entitled to elect a Preferred Director, the Company hereby covenants and agrees with the Investors that it shall not, nor shall it permit any subsidiary to, without approval of the Board of Directors, which approval must include the affirmative vote of at least one of the Preferred Directors: (a) make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) make any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by the Board of Directors, including at least one of the Preferred Directors; (c) guarantee, directly or indirectly, any indebtedness except for trade accounts of the Company or any subsidiary arising in the ordinary course of business; (d) make any investment inconsistent with any investment policy approved by the Board of Directors; (e) incur any aggregate indebtedness in excess of $250,000 that is not already included in a budget approved by the Board of Directors, other than trade credit incurred in the ordinary course of business; (f) otherwise enter into or be a party to any transaction with any director, officer, or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement and the Purchase Agreement; transactions resulting in payments to or by the Company in an aggregate amount less than $100,000 per year; or transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms that are approved by a majority of the Board of Directors; (g) hire, terminate, or change the compensation of the executive officers, including approving any option grants or stock awards to executive officers; (h) change the principal business of the Company, enter new lines of business, or exit the current line of business; (i) sell, assign, license, pledge, or encumber material technology or intellectual property, other than licenses granted in the ordinary course of business; (j) increase the shares of Common Stock reserved for issuance under the Company’s 2015 Stock Incentive Plan or adopt any other equity incentive plan; or (k) enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Company or to the Company of money or assets greater than $250,000.