Closing Resolutions. Original shareholders’ meeting resolutions or minutes of the Company and Adex, in each case certified by the Secretary of the Company or Adex, as applicable, approving: (i) the sale of the Acquired Interests in favor of the Buyers and the admission of Buyers as shareholders of the Company and Adex, including the waiver of each Seller, as a shareholder of the Company, of any right of first refusal in connection to the sale of the Acquired Interests hereunder, and instructing the authorized officers of the Company and Adex to make the corresponding entries regarding such transfer in the shareholders’ registry book of the Company; (ii) the resignations and releases for the legal performance of their duties, effective as of the Closing Date, of the members of the board of directors and appointment of such members of the board of directors as Buyers specify in writing prior to the Closing; and (iii) the revocation and granting, effective as of the Closing Date, of the powers of attorney granted by the Company and Adex in favor of the attorneys-in-fact whom the Buyers designate in writing no later than three days prior to the Closing Date.
Closing Resolutions. 47 5.13 Amendment to the Company's Articles of Organization..................47 5.14 Pre-Closing Transactions.............................................48 5.15 Acquisition of Rights to Confidentiality.............................48 5.16 Xxxxxxxx'x Tavern, Inc...............................................49 ARTICLE VI CONDITIONS.......................................................49 6.01 Conditions to the Obligations of MBO-VI, the Purchaser and the Seller ..........................................................49 6.02 Conditions to the Obligations of MBO-VI and the Purchaser............49 6.03 Conditions to the Obligations of the Seller..........................51
Closing Resolutions. Simultaneously with the Closing, (a) each of the directors of the Company in office on the date hereof (or appointed after the date hereof but prior to the Closing Date) shall resign effective immediately on the Closing Date, (b) the Seller shall (i) pursuant to Article VIII of the Company's bylaws amend Article III, Section 2 of the Company's bylaws to permit stockholders of the Company to appoint directors and (ii) designate three directors who are nominees of the Purchaser to fill the vacancies created thereby, and (c) the newly appointed members of the board of directors shall authorize the redemption of the Redeemed Shares and the issuance of the Notes to MBO-VI, in each case, as contemplated by this Agreement and the execution, delivery and performance of the Credit Agreement.
Closing Resolutions. The Co-Borrowers shall provide the Lenders or the Agent, as applicable, a certified copy of the Closing Resolutions, formalized before a notary public of Mexico City, jointly with the evidence, to the satisfaction of the Lenders or the Agent, as applicable, of the filing of such Closing Resolutions in the Public Registry of Commerce corresponding to the corporate domicile of the Co-Borrowers.
