Corporate Affairs. Maintains relationships with state regulatory commissions, municipal and county governments and is responsible for identifying state-level regulatory issues.
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. (a) Xxxxxx has made available to Buyer correct and complete copies of the Constituent Documents of Xxxxxx and each of the Xxxxxx Subsidiaries (as amended to date). Xxxxxx 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 Xxxxxx and each of the Xxxxxx Subsidiaries since January 1, 2007. The minute books of Xxxxxx and the Xxxxxx 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. Xxxxxx has made available to Buyer all of the stock ledgers of the Xxxxxx Subsidiaries.
(b) The books and records of Xxxxxx and each of the Mercer 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 Xxxxxx or such Xxxxxx Subsidiary, (ii) reflect only actual transactions, and (iii) fairly reflect all assets and liabilities of Xxxxxx and each of the Xxxxxx Subsidiaries and all Contracts and other transactions to which Xxxxxx or any of the Xxxxxx Subsidiaries is or was a party or by which Xxxxxx or any of the Xxxxxx Subsidiaries or any of their respective businesses or assets is or was affected.
(c) The stock books and stock ledgers of Xxxxxx accurately and completely list and describe all issuances, transfers and cancellations of shares of capital stock of Xxxxxx. The stock books and stock ledgers of each Xxxxxx Subsidiary accurately and completely list and describe all issuances, transfers and cancellations of shares of capital stock of such Xxxxxx Subsidiary.
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. (a) Transition Support with external consultants eg. AGM, Annual Report, Media community.
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. The Company is properly incorporated as a private company with limited liability according to the laws of the RSA.
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”). XXXXXX 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.
Corporate Affairs. (a) Eastern has made available to ProAssurance correct and complete copies of the Articles of Incorporation and Bylaws of Eastern and each of the Eastern Subsidiaries (as amended to date). Eastern has made available to ProAssurance all of the minute books containing the records of the meetings of the shareholders, the board of directors and any committee of the board of directors of Eastern and each of the Eastern Subsidiaries (except for confidential portions of such minutes relating to the Merger, but provided that the availability of such information is subject to Section 6.2 of this Agreement. The minute books of Eastern and the Eastern Subsidiaries reflect all of the material actions taken by each of their respective Boards of Directors (including each committee thereof) and shareholders ) that occurred on or after January 1, 2007. Eastern has made available to ProAssurance all of the stock ledgers of Eastern and the Eastern Subsidiaries.
(b) The books and records of Eastern and each of the Eastern Subsidiaries (i) are and have been properly prepared and maintained in form and substance adequate for preparing audited consolidated financial statements, in accordance with generally accepted accounting principles in the United States consistently applied (“GAAP”) and any other applicable legal and accounting requirements, (ii) reflect only actual transactions, and (iii) fairly and accurately reflect all assets and liabilities of Eastern and each of the Eastern Subsidiaries and all contracts and other transactions to which Eastern or any of the Eastern Subsidiaries is or was a party or by which Eastern or any of the Eastern Subsidiaries or any of their respective businesses or assets is or was affected.
(c) The minute books and stock ledgers of Eastern accurately and completely list and describe all issuances, transfers and cancellations of shares of capital stock of Eastern. The minute books and stock ledgers of each Eastern Subsidiary accurately and completely list and describe all issuances, transfers and cancellations of shares of capital stock of such Eastern Subsidiary.
(d) No provision in Eastern’s Articles of Incorporation, Bylaws or in any resolution by Eastern’s board of directors entitles or will entitle any shareholder of Eastern with any dissenter’s rights.
