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 Xxxxxxxx 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 Naspers 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; 4.1.7. approve the appointment of the Naspers Director as a Director; 4.1.8. approve the adoption of the Restated Articles, subject to the approval of the Shareholders; and 4.1.9. issue the duly executed, adequately stamped and certified original certificates in respect of the Investor Securities to the Investors.
Sample 1See All (4)
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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, as detailed in Part B of SCHEDULE 1: DETAILS OF PARTIESand simultaneously upon receipt of the relevant portion of the Subscription Amount into the designated bank account of the Company, as detailed in Part B of SCHEDULE 1: DETAILS OF PARTIES, the Company shall, in a meeting of the Board approve: 4.1.1. Issuance of the Naspers Securities to Naspers in dematerialised form and making of necessary entries in the Company’s register of members, reflecting Naspers 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. Issuance of the Wellington Securities to Wellington in dematerialised form and making of necessary entries in the Company’s register of members, reflecting Xxxxxxxxxx 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; 4.1.3. Making of necessary entries in the Company’s register of members, reflecting XXX as the holder of the QIA Securities and deliver to QIA a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the QIA Securities to QIA and issuance of duly stamped and executed share certificate evidencing the issue and allotment of the QIA Securities to QIA; 4.1.4. Making of necessary entries in the Company’s register of members, reflecting Falcon Edge as the holder of the Falcon Edge Securities and deliver to Falcon Edge a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Falcon Edge Securities to Falcon Edge and issuance of a duly stamped and executed share certificate evidencing the issue and allotment of the Falcon Edge Securities to Falcon Edge; 4.1.5. Making of necessary entries in the Company’s register of members, reflecting Accel Leaders as the holder of the Accel Leaders Securities and deliver to Accel Leaders a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Accel Leaders Securities to Accel Leaders and issuance of a...
Sample 1See All (4)
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.
Sample 1
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,
Sample 1
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 Mx. Xxxxx Xxxxx, Mx. X.X. Xxxxx and Mx. Xxxxx Xxxxx 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.
Sample 1

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 either (x) the holders of Series A Preferred Stock are entitled to elect one or more Series A Directors or (y) the holders of the Series B Preferred Stock are entitled to elect one or more Series B Directors, the Company hereby covenants and agrees with each of the Investors that it shall not, nor shall it permit any subsidiary of the Company to, without approval of the Board, which approval must include the affirmative vote of a majority of the Preferred Directors (which majority shall include a Series B Director), or the approval of the Requisite Holders: (a) make, or permit any subsidiary to 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, or permit any subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Company or any subsidiary, in excess of $100,000 (in the case of individuals) or $500,000 (in the case of Persons that are not individuals), 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; (c) guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness of any third party, 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; (e) incur any aggregate indebtedness in excess of $500,000 that is not already included in a budget approved by the Board, other than trade credit incurred in the ordinary course of business; (f) enter into or be a party to any transaction with any stockholder, director or officer 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 or transactions (including agreements related to the compensation of the Company’s executive officers) made in the ordinary course of business upon fair and reasonable terms that are approved by a majority of the disinterested members of the Board; (g) increase the shares of Common Stock reserved for issuance under the Company’s equity incentive plan or adopt any other equity incentive plan; (h) hire or terminate the chief executive officer; (i) enter into any corporate strategic relationship involving the payment, contribution, or assignment of money or assets which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (j) sell, lease, transfer, exclusively license or otherwise dispose of material assets and/or intellectual property of the Company or its subsidiaries, in one or a series of related transactions, the aggregate value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (k) acquire (by merger or stock or asset purchase or otherwise) any Person, business or asset in one or a series of related transactions, the aggregate value of which exceeds $5,000,0000 in any such one or series of related transactions or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets on a consolidated basis in any consecutive twelve-month period; (l) make any material change in the business plan or business scope; (m) settle any material litigation, arbitration or legal disputes; (n) appoint or remove the Company’s auditor or change materially in accounting policies and standards, including financial year or tax year of the Company; (o) effect any single capital expenditure, the value of which exceeds $5,000,000 in any single transaction or in the aggregate ten percent (10%) of the aggregate value of the Company’s net assets in any fiscal year; or (p) enter into an agreement to do any of the foregoing. For purposes of this Section 5.4, the value of any net assets shall be the value as determined by the Company in good faith. Upon the request of any Investor, the Company shall provide such Investor with reasonable written documentation supporting the basis of such determination of value, and provide such Investor with reasonable access to the personnel, properties, books and records of the Company for the purpose of evaluating the foregoing determination. If such Investor raises any reasonable objections to the foregoing determination, the Company shall consider in good faith such objections and make such revisions to the final determination of value as may be mutually agreed between the Company and such Investor. Notwithstanding anything to the contrary in this Section 5.4, such approval of the Board or the Requisite Holders shall not be required with respect to actions contemplated by any agreements entered into between the Company and its stockholder(s) on or prior to the date hereof.

  • Franchise Tax Board Review (a) In addition to the reporting requirements in section 6, Taxpayer agrees to comply with the FTB’s review of the books and records for purposes of determining if Taxpayer has complied with the requirements of this Agreement. (b) For any business other than a Small Business, Taxpayer acknowledges that the FTB shall review the books and records of all taxpayers allocated a Credit pursuant to this Agreement to ensure compliance with the terms and conditions of this Agreement and agrees to cooperate with the FTB in such a review. In the case of a taxpayer that is a Small Business, Taxpayer acknowledges that a review of the books and records of a taxpayer shall be made when, in the sole discretion of the FTB, a review of those books and records is appropriate and agrees to cooperate with the FTB in such a review. If the FTB exercises its discretion to review the books and records of a Small Business taxpayer, the review will be conducted to ensure compliance with this Agreement. The guidelines and procedures for these reviews are outlined in the FTB’s Notice #2014-2 dated November 7, 2014. (c) These reviews will not constitute an audit of the tax return under Part 10.2 (commencing with section 18401) of the RTC and the regulations thereunder, and will not preclude the FTB from auditing any issue in any taxable year, including a taxable year included in the term of this Agreement. (d) If during the review of the books and records, the FTB determines there is a potential material breach of this Agreement by Taxpayer, and notwithstanding RTC section 19542, the FTB shall notify GO-Biz and provide, in writing, detailed information regarding the basis for that determination.

  • Determination 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 or any other securities 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 as in effect on the date of this Agreement. 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 Rights Agent and the holders of the Rights, and (y) not subject the Board to any liability to the holders of the Rights.

  • Determinations and Actions by the Board of Directors The Board of Directors of the Company shall have the exclusive power and authority to administer this Agreement and to exercise the rights and powers specifically granted to the Board of Directors of the Company or to 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, without limitation, a determination to redeem or not redeem the Rights or to amend this Agreement). All such actions, calculations, interpretations and determinations (including, for purposes of clause (y) below, all omissions with respect to the foregoing) that are done or made by the Board of Directors of the Company in good faith, shall (x) be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights, as such, and all other parties, and (y) not subject the Board of Directors to any liability to the holders of the Rights.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Director Approval The Board of Directors of Holdings shall have approved this Agreement and the transactions contemplated herein.

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