Corporate Affairs Sample Clauses

Corporate Affairs. Provide the necessary support required to update Recipient’s websites and to communicate messages externally to doctors on an as needed basis. Provider will ensure that qualified personnel are provided with an appropriate company vehicle and will oversee liability insurance, vehicle registration and accident-related matters.

Corporate Affairs. Each party will make every reasonable effort to keep confidential any information obtained by them concerning the other party, including its internal organization, finances, procedures, and customers. Neither party will make any public announcement, or release any publicity regarding the other party, other than routine oral communications with analysts, shareholders, and prospective investors without the prior written consent (which shall not be unreasonably withheld or delayed) of the party being named, unless, in the good faith opinion of counsel to the party contemplating such disclosure, such disclosure is required by law and time does not permit the party to obtain such consent, or such disclosure may otherwise be necessary in connection with the filing of Tax Returns, or claims for refunds, or in conducting a Tax audit or other proceedings. This Section shall survive the termination of this Agreement. Notwithstanding anything herein to the contrary, any party (and any employee, representative, or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For this purpose, tax treatment and tax structure shall not include the identity of any existing or future party (or any affiliate of such party) to this Agreement.

Corporate Affairs. Provide services in support of corporation strategies for managing relationships with federal, state and local governments, agencies and legislative bodies. Formulate and assist with public relations and communications, programs and administration of corporate philanthropic and community affairs programs, creative and production services and media relations.

Corporate Affairs. As a condition precedent to the taking of any action which would require any adjustment in any of the subscription rights pursuant to the Warrants, including the Exchange Number, the Company shall take any corporate action which may, in the opinion of Counsel, be necessary in order that the Company may validly and legally issue as fully paid and non-assessable all the shares or other securities which all holders of Warrants are entitled to receive in accordance with the provisions thereof.

Corporate Affairs. (a) Transition Support with external consultants eg. AGM, Annual Report, Media community.

Corporate Affairs. The Company is properly incorporated as a private company with limited liability according to the laws of the RSA.

Corporate Affairs. (a) The copies of the Constituent Documents of each Employers Company have been furnished to Eastern and reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete. The minute books (containing the records of meetings of the board of directors and shareholders or the managers and members of each Employers Company) and the stock or membership ledger record books of each Employers Company have been furnished to Eastern and are correct and complete in all material respects. Schedule 3.3(a) sets forth (i) a list of all of the Employers Shareholders together with the number of shares of Employers Common Stock owned by each Employers Shareholder, and (ii) a list of all of the directors, officers and managers of each Employers Company. (b) Except as set forth on Schedule 3.3(b), the books and records of Employers and each of the Employers Subsidiaries (i) are and have been properly prepared and maintained in form and substance adequate for preparing audited consolidated financial statements, in accordance with GAAP consistently applied and any Applicable Law, (ii) reflect only actual transactions, and (iii) fairly and accurately reflect all assets and liabilities of Employers and each of the Employers Subsidiaries and all contracts and other transactions to which Employers or any of the Employers Subsidiaries is or was a party or by which Employers or any of the Employers Subsidiaries or any of their respective businesses or assets is or was affected to the extent necessary for preparing audited consolidated financial statements in accordance with GAAP consistently applied (including materiality standards) and any Applicable Law. (c) The minute books and stock ledgers of Employers accurately and completely list and describe all issuances, transfers and cancellations of shares of capital stock of Employers. The minute books and stock or membership ledgers of each Employers Subsidiary accurately and completely list and describe all issuances, transfers and cancellations of units or shares of capital stock of such Employers Subsidiary. (d) Except for restrictions on business activities of insurance companies under Applicable Law and the necessity of obtaining any required governmental authorizations, licenses and permits, no Employers Company is restricted from conducting any particular business or conducting business in any particular place.

Corporate Affairs. (a) ▇▇▇▇▇▇ has made available to Buyer correct and complete copies of the Constituent Documents of ▇▇▇▇▇▇ and each of the ▇▇▇▇▇▇ Subsidiaries (as amended to date). ▇▇▇▇▇▇ has made available to Buyer all of the minute books in its possession containing the records of the meetings of the shareholders, the Board of Directors and any committee of the Board of Directors of ▇▇▇▇▇▇ and each of the ▇▇▇▇▇▇ Subsidiaries since January 1, 2007. The minute books of ▇▇▇▇▇▇ and the ▇▇▇▇▇▇ Subsidiaries reflect all of the material actions taken by each of their respective Boards of Directors (including each committee thereof) and shareholders from January 1, 2007 through the date of this Agreement. ▇▇▇▇▇▇ has made available to Buyer all of the stock ledgers of the ▇▇▇▇▇▇ Subsidiaries. (b) The books and records of ▇▇▇▇▇▇ and each of the ▇▇▇▇▇▇ Subsidiaries (i) are and have been properly prepared and maintained in form and substance adequate for preparing audited consolidated financial statements, in accordance with GAAP consistently applied and any other accounting requirements and Applicable Law, in each case, applicable to ▇▇▇▇▇▇ or such ▇▇▇▇▇▇ Subsidiary, (ii) reflect only actual transactions, and (iii) fairly reflect all assets and liabilities of ▇▇▇▇▇▇ and each of the ▇▇▇▇▇▇ Subsidiaries and all Contracts and other transactions to which ▇▇▇▇▇▇ or any of the ▇▇▇▇▇▇ Subsidiaries is or was a party or by which ▇▇▇▇▇▇ or any of the ▇▇▇▇▇▇ Subsidiaries or any of their respective businesses or assets is or was affected. (c) The stock books and stock ledgers of ▇▇▇▇▇▇ accurately and completely list and describe all issuances, transfers and cancellations of shares of capital stock of ▇▇▇▇▇▇. The stock books and stock ledgers of each ▇▇▇▇▇▇ Subsidiary accurately and completely list and describe all issuances, transfers and cancellations of shares of capital stock of such ▇▇▇▇▇▇ Subsidiary.

Corporate Affairs. NORCAL has made available to PRA correct and complete copies of the articles of incorporation and bylaws of NORCAL and the articles of incorporation and bylaws of each of the NORCAL Subsidiaries (each as amended to date) (the “Organizational Documents”). NORCAL has made available to PRA all of the minute books containing the records of the meetings of the policyholders, the board of directors and any committee of the board of directors of NORCAL and each of the NORCAL Subsidiaries (except for confidential portions of such minutes relating to the Conversion and the transactions contemplated by this Agreement) since January 1, 2016. Subject to the immediately preceding sentence, the minute books of NORCAL and the NORCAL Subsidiaries reflect all of the material actions taken by each of their respective boards of directors (including each committee thereof) and policyholders. NORCAL has made available to PRA all of the stock ledgers of NORCAL and the NORCAL Subsidiaries.