Company Minutes Sample Clauses

Company Minutes. The decisions and resolutions of the Member, the Board and committees of the Board shall be reported in minutes, which shall state the date, time and place of the meeting (or the date of the written consent in lieu of meeting), the Directors or committee members present at the meeting, the resolutions put to a vote (or the subject of a written consent), and the results of such voting (or written consent). The minutes shall be entered in a minute book kept at the principal office of the Company, and a copy of the minutes shall be provided to each Director or committee member, as applicable.
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Company Minutes. The decisions and resolutions of the shareholders and the Board shall be reported in minutes, which shall state the date, time and place of the meeting (or the date of the unanimous written resolution or Written Consent in lieu of meeting), the Shareholders or Directors, as the case may be, present at the meeting, the resolutions put to a vote (or the subject of a unanimous written resolution or Written Consent) and the results of such voting (or unanimous written resolution or Written Consent). The minutes shall be entered in a minute book kept at the registered office of the Company and a copy of the minutes shall be provided to each Shareholder and Director.
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Company Minutes. The Purchasers shall have received prior to the Closing Date executed copies of all minutes, consents and resolutions of the Company (for meetings of or by stockholders and directors of the Company), including, without limitation, those relating to the termination of the Share Exchange Agreement, dated January 3, 2003, by and between the Company and Autocarbon Limited relating to the Company's previously planned purchase of all of the issued and outstanding shares of Autocarbon Limited, a United Kingdom company, as described in the SEC Reports (the "Transaction"), and, in form and substance reasonably satisfactory to the Purchaser.
Sample 1
Company Minutes. The decisions and resolutions of the Board of Managers shall be recorded in minutes, which shall state the date, time and place of the meeting (or the date of the written consent in lieu of a meeting), the Managers, Alternate Managers, and other Persons present at the meeting, the matters or resolutions put to a vote (or the subject of a written consent) and the results of such voting (or written consent). A draft of the minutes for each meeting shall be delivered to each Manager promptly after each meeting. After all objections have been rescinded or recorded in the minutes and the minutes have been approved by the Board of Managers, the final minutes shall be signed by the Chairperson and the Secretary (or acting chairperson or secretary), filed in a minute book kept at the principal office of the Company, and a copy of such final minutes of each meeting shall be delivered to each Manager.
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Company Minutes. MLCI shall have received prior to the Closing Date executed copies of all minutes, consents, resolutions of Gateway (for meetings of or by stockholders and directors of Gateway).
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Company Minutes. Seller has furnished or made available to Purchaser and its counsel the company record books of Seller over the past three (3) years and the same are accurate and complete and reflect all material resolutions adopted and all material actions taken, authorized or ratified by the shareholders and Board of Directors of Seller over the past three (3) years. Copies of all company minutes of meetings held and of all written actions taken after the date of this Agreement will be furnished to Purchaser promptly, upon its request, and in all events, prior to the Closing Date.
Sample 1
Company Minutes. The CPGP Group and the Arnaiz Group, or any of them serving as Directors of the Company, acknowledge and agree to sign, as appropriate, the attached Unanimous Consent of the Directors ( Exhibit A) in lieu of a meeting and the Consent of the Stockholders ( Exhibit B) in lieu of a meeting rescinding the reorganization of the Company, all as set forth in the Plan, including (i) accepting ownership of that certain corporate, wholly owned subsidiary of the Company, Cedar Pacific Properties, a Nevada corporation, and (ii) accepting the terms and conditions of this Agreement.
Sample 1
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Related to Company Minutes

  • Corporate Minute Books The corporate minute books of the Company are complete and the minutes and consents contained therein accurately reflect the actions that were taken at a duly called and held meeting or by consent without a meeting. All actions by the Company which required director or shareholder approval are reflected on the corporate minute books of the Company. The Company is not in violation or breach of, or in default with respect to, any term of its Articles of Incorporation or by-laws.

  • Minutes Minutes of all resolutions and proceedings at every meeting of Registered Warrantholders shall be made and duly entered in books to be provided from time to time for that purpose by the Warrant Agent at the expense of the Corporation, and any such minutes as aforesaid, if signed by the chairman or the secretary of the meeting at which such resolutions were passed or proceedings had shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

  • Corporate Records The minute books of the Company have been made available to the Representative and Representative Counsel and such books (i) contain minutes of all material meetings and actions of the Board of Directors (including each board committee) and stockholders of the Company, and (ii) reflect all material transactions referred to in such minutes.

  • Minute Books The minute books of the Company made available to Purchasers contain a complete summary of all meetings of directors and stockholders since the time of incorporation.

  • Meetings and Minutes The JGC shall meet [***] or as otherwise agreed to by the Parties, with the location of in-person meetings alternating between a location designated by Morphic and a location designated by AbbVie, with AbbVie designating the place of the first meeting. The chairperson of the JGC shall be responsible for calling meetings of the JGC on no less than [***] notice unless exigent circumstances require shorter notice. Each Party shall make all proposals for agenda items at least [***] in advance of the applicable meeting and shall provide all appropriate information with respect to such proposed items at least [***] in advance of the applicable meeting; provided, that under exigent circumstances requiring input by the JGC, a Party may provide its agenda items to the other Party within a shorter period of time in advance of the meeting or may propose that there not be a specific agenda for a particular meeting, so long as the other Party consents to such later addition of such agenda items or the absence of a specific agenda for such meeting (which consent shall not be unreasonably conditioned, withheld or delayed). The chairperson of the JGC shall prepare and circulate for review and approval of the Parties minutes of each meeting within [***] after the meeting. The CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. Parties shall agree on the minutes of each meeting promptly, but in no event later than the next meeting of the JGC, and such approved minutes shall be signed by each Alliance Manager.

  • Charter, Bylaws and Corporate Records The minute books of the Seller and its Subsidiaries contain complete and accurate records of all meetings and other corporate actions of the board of directors, committees of the board of directors, incorporators and stockholders of the Seller and its Subsidiaries from September 15, 1995 to the date hereof. All material corporate decisions and actions have been validly made or taken. All corporate books, including without limitation the share transfer register, comply with applicable laws and regulations and have been regularly updated. Such books fully and correctly reflect all the decisions of the stockholders.

  • Separate Records The Partnership shall maintain (i) its books and records, (ii) its accounts, and (iii) its financial statements, separate from those of any other Person, except its consolidated Subsidiaries.

  • Provision of Corporate Records Other than in circumstances in which indemnification is sought pursuant to Article VI (in which event the provisions of such Article will govern) and without limiting the applicable provisions of Article VI, and subject to appropriate restrictions for classified, privileged or Confidential Information and subject further to any restrictions or limitations contained in Section 5.2 or elsewhere in this Article VII:

  • Corporate Books and Records The minute books of the Company contain accurate records of all meetings and accurately reflect all other actions taken by the stockholders, Board of Directors and all committees of the Board of Directors of the Company. Complete and accurate copies of all such minute books and of the stock register of the Company have been provided by the Company to the Buyer.

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