Corporate Authorizations. The execution and performance of this Exchange Plan and the acquisition of the Bank by the Company pursuant to an exchange of shares contemplated hereby have been authorized by the Board of Directors of the Bank. Subject to the approval of this Exchange Plan by the shareholders of the Bank in accordance with law, all corporate acts and other corporate proceedings required of the Bank for the due and valid authorization, execution, delivery, and performance of this Exchange Plan and consummation of the Exchange have been validly and appropriately taken. Subject to such shareholder approval and any conditions imposed in connection therewith as are required by law, this Exchange Plan and the Exchange are legal, valid, and binding obligations of the Bank, and are enforceable against it in accordance with the respective terms of such instruments, except that enforcement may be limited by bankruptcy, reorganization, insolvency, conservatorship, receivership and other similar laws and court decisions relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles and by provisions of United States and Louisiana laws relating to deceptive practices, misstatements or omissions of material facts in the sale of securities, fraud, and gross fault. Neither the execution, delivery, or performance of this Exchange Plan, nor the consummation of the share exchange transaction contemplated hereby will (i) violate, conflict with, or result in a breach of any provision of, (ii) constitute a default (or an event which, with notice of lapse of time or both, would constitute a default) under, (iii) result in the termination of or accelerate the performance required by, or (iv) result in the creation of any lien, security interest, charge, or encumbrance upon any of its properties or assets under, any of the terms, conditions, or provisions of its articles of incorporation or charter or by-laws or any material note, bond, mortgage, indenture, deed of trust, lease, license, contract, agreement, or other instrument or obligation to or by which it or any of its assets is bound; or violate any law or any order, writ, injunction, decree, stature, rule, or regulation of any governmental body applicable to it or any of its assets.
Corporate Authorizations. The execution, delivery and performance by Contractor of this Agreement (i) have been duly authorized by all requisite action on its part, (ii) will not violate any Applicable Law, (iii) will not cause a breach of, or result in the imposition of any lien upon any of its assets under, any of its organizational documents or any agreement, instrument or other requirement by which it or any of its properties may be bound or affected and (iv) does not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Contractor or any other party to any other agreement with Contractor.
Corporate Authorizations. Copies of the resolutions of each Seller, certified by the Secretary or Assistant Secretary thereof as being correct and complete and then in full force and effect, authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which such Seller is a party and the consummation of the Contemplated Transactions (in each case to the extent required by such Seller’s Organizational Documents); and
Corporate Authorizations. The execution, delivery and performance by the Seller, and, when entered into, each of the Transaction Agreements (as applicable), (a) has been authorized by all necessary corporate action; and (b) does not (or would not with the giving of notice, the passage of time or the happening of any other event) result in a violation of, or conflict with, any of the Seller’s constating documents, by-laws or resolutions.
Corporate Authorizations. Each of Parent and Merger Sub has all necessary corporate power and authority (i) to enter into this Agreement, (ii) subject to: (a) approval as a Class 1 transaction by the holders of Parent Ordinary Shares of the transactions contemplated by this Agreement and (b) related requisite shareholder authorities and approvals, to authorize the directors of Parent to allot the Parent Ordinary Shares underlying the ADSs pursuant to the Merger and any shares to be issued pursuant to the exercise of the converted options and restricted stock units referred to in Sections 2.4(a) and 2.4(e) respectively (such approvals collectively, the “Requisite Parent Vote”), each at a duly convened and held general meeting of the Parent (each of such approvals requiring the affirmative vote of a majority of the holders of Parent Ordinary Shares (or their proxies, if applicable) as (being entitled to do so) are present and vote or, in the case of a vote taken on a poll, the affirmative vote by the shareholders or their proxies representing a majority of the Parent Ordinary Shares in respect of which votes are validly exercised) in accordance with the Companies Act and the listing rules made by the United Kingdom Listing Authority (the “UKLA”) under Part VI of the Financial Services and Markets Xxx 0000 (such rules, the “Listing Rules”), to consummate the transactions contemplated by this Agreement, in accordance with Chapter 10 of the Listing Rules, and (iii) to appoint, with effect from the Closing, the designee of the Company contemplated pursuant to Section 5.11 (the “Company Appointee”) to the board of directors of Parent. The board of directors of Parent unanimously considers that the transactions contemplated by this Agreement will promote the success of Parent and Parent’s shareholders as a whole, and are in the best interests of the Parent shareholders as a whole and has unanimously adopted resolutions (a) approving this Agreement and the transactions contemplated by this Agreement, (b) recommending to the stockholders of Parent that they vote in favor of the transactions contemplated by this Agreement (the “Parent Board Recommendation”), (c) appointing, with effect from Closing, the Company Designees to the board of directors of Parent, (d) approving and adopting the Depositary Agreement, the establishment of the ADR Facility, the filing of the Form F-4 Registration Statement, the 8-A Registration Statement and the Form F-6 Registration Statement with respect to the ADSs ...
Corporate Authorizations. Shareholder shall have delivered ------------------------ to Buyer evidence satisfactory to Buyer that all necessary corporate authorizations by the Shareholder and the Targets authorizing and approving the Transaction have been obtained.
Corporate Authorizations. Borrower shall have delivered to Lender a certification from a Responsible Officer in form and substance satisfactory to Lender, together with certified resolutions of directors authorizing the transactions contemplated hereby and an incumbency certificate setting forth the executive officers and directors of Borrower, in each case in form satisfactory to Lender.
Corporate Authorizations. Resolutions of the board of directors of such Borrower approving and authorizing the execution, delivery, and performance by such Borrower of each Loan Document, the notices and other documents to be delivered by such Borrower pursuant to each Loan Document, and the transactions contemplated thereunder.
Corporate Authorizations. The Bank shall have received such documents and certificates as the Bank or its counsel may reasonably request relating to the authority of each of the Borrower and the Guarantor to enter into the transactions contemplated by this Agreement and to execute and deliver this Agreement, the Note, all Loan Documents and the Letter of Guarantee, all in form and substance reasonably satisfactory to the Bank and its counsel.
Corporate Authorizations. The Participating Companies hereby represent that the execution of this Agreement, as well as all its terms and the accounting documents attached as annexes hereto, have been approved by a Board resolution of each of the Participating Companies. The Participating Companies hereby agree to call their respective Sofora’s Extraordinary Shareholders’ Meeting, Nortel’s Extraordinary Shareholders’ Meeting, Telecom Argentina’s Ordinary and Extraordinary Shareholders’ Meeting and Telecom Personal’s Extraordinary Shareholders’ Meeting as soon as possible, for purposes of considering the Reorganization and all its relating documents pursuant to applicable law. In addition, Nortel hereby agrees to call a Special Preferred B Shareholders’ Meeting of Nortel and a Special Common Stock Shareholders’ Meeting of Nortel for purposes of granting consent to the Reorganization and the Nortel’s Preferred B Share Distribution Ratio per Telecom Argentina’s Class B Shares. If an authorization or registration before the United States Securities and Exchange Commission is previously required, the Special Preferred B Shareholders’ Meeting of Nortel may be called once such authorization or registration is obtained, but such call shall not affect the Participating Companies’ obligation to call their respective extraordinary shareholders’meetings as soon as possible to consider the Reorganization. In case any of the authorizations required for the execution of the Final Reorganization Agreement to be granted by the extraordinary or special shareholders’ meetings is not obtained, the Participating Companies may propose and accept amendments to the terms of the Preliminary Reorganization Agreement until the applicable corporate authorization is obtained, or they may elect not to include in the Reorganization the Party who has not obtained its corporate authorization, adjusting the terms of the Reorganization provided for in this Agreement.
