Corporate Matters. The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of the Transactions and any other legal matters relating to the Credit Parties, this Agreement, the other Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent.
Corporate Matters. Notwithstanding any other provision of this Section 12.6 and any provision of law, the Club Trustee shall not do any of the following:
(i) engage in any business or activity other than as set forth herein or in or as contemplated by the Club Trust Agreement or its amended and restated articles of incorporation, as applicable;
(ii) without the affirmative vote of a majority of the members of the board of directors (or Persons performing similar functions) of the Club Trustee (which must include the affirmative vote of at least one duly appointed Independent Director (as defined in the Club Trust Agreement)), (A) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (B) consent to the institution of bankruptcy or insolvency proceedings against it, (C) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, (D) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or a substantial part of its property, (E) make a general assignment for the benefit of creditors, (F) admit in writing its inability to pay its debts generally as they become due, (G) terminate the Club Managing Entity as manager under the Club Management Agreement or (H) take any corporate action in furtherance of the actions set forth in clauses (A) through (G) above; provided, however, that no director may be required by any shareholder or beneficiary of the Club Trustee to consent to the institution of bankruptcy or insolvency proceedings against the Club Trustee so long as it is solvent;
(iii) merge or consolidate with any other corporation, company or entity or sell all or substantially all of its assets or acquire all or substantially all of the assets or capital stock or other ownership interest of any other corporation, company or entity; or
(iv) with respect to the Club Trustee, amend or otherwise modify its amended and restated articles of incorporation or any definitions contained therein in a manner adverse to the Indenture Trustee or any Noteholder without the prior written consent of the Indenture Trustee.
Corporate Matters. The Administrative Agent (or Special Counsel) shall have received such documents and certificates as the Administrative Agent or Special Counsel may reasonably request relating to the organization, existence and good standing of each Credit Party, the authorization of the Transactions and any other legal matters relating to the Credit Parties, this Agreement, the other Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
Corporate Matters. (a) Each of the Ontario GP and MDS Quebec (each a “Corporate Operator”) and MDS is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation. MDS ONT LP (the “Partnership Operator”) is a limited partnership duly formed and validly existing under the laws of its jurisdiction of formation. No proceedings have been taken or authorized by MDS or an Operator or, to the best of MDS’ knowledge, by any other Person, with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of MDS or an Operator. To the knowledge of MDS, Toronto GP (the “Non-Controlled Corporate Operator”) is a corporation duly incorporated and validly existing under the laws of its jurisdiction. To the knowledge of MDS, Toronto Labs (a “Non-Controlled Partnership Operator”) is a limited partnership duly formed and validly existing under the laws of its jurisdiction of formation. To the knowledge of MDS, no proceedings have been taken or authorized by MDS or a Non-Controlled Operator or by any other Person with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of a Non-Controlled Operator.
(b) MDS has all necessary corporate power and capacity to execute and deliver, and to observe and perform its covenants and obligations under, this Agreement and the Closing Documents to which it is a party. MDS has taken all corporate action necessary to authorize its execution and delivery of, and the observance and performance of its covenants and obligations under, this Agreement and the Closing Documents to which it is a party.
(c) (i) MDS Quebec has all necessary corporate power and capacity and, subject to the LPBP Consent, MDS ONT LP has all necessary power and capacity under the partnership agreement governing it to execute and deliver and perform its covenants and obligations under the Closing Documents to which it will be a party; and (ii) MDS Quebec has taken all corporate action necessary and, subject to the LPBP Consent, MDS ONT LP has taken all action necessary under the partnership agreement governing it to authorize the execution and delivery of, and the observance and performance of its covenants and obligations under the Closing Documents to which it will be a party.
(d) MDS, each Corporate Operator and, to the knowledge of MDS, the Non-Controlled Corporate Operator has all necessary corporate power and capacity, and the Partnership Operator and, to the knowledge of MDS, the Non-Controlled Partne...
Corporate Matters. All corporate proceedings taken in connection ----------------- with the transactions contemplated by this Amendment and all documents, instruments, and other legal matters incident thereto shall be satisfactory to the Administrative Agent and its legal counsel, Xxxxx Xxxxxxx & Xxxx LLP.
Corporate Matters. All corporate and other proceedings, documents, instruments and other legal matters in connection with the transactions contemplated by the Loan Documents (including, but not limited to, those relating to corporate and capital structures of Borrower) shall be satisfactory to Lenders in their sole discretion.
Corporate Matters. The Seller shall have furnished the Purchaser with certified copies of all such corporate documents of good-standing certificates for the Seller, and of all proceedings of the Seller authorizing the transactions hereby contemplated as the Purchaser reasonably shall require.
Corporate Matters. The Company shall, at (or as soon as reasonably practicable after) the Closing, deliver to Acquiror the minute books containing the records of all proceedings, consents, actions and meetings of the board of directors, committees of the board of directors and stockholders of the Company and the stock ledgers, journals and other records reflecting all stock issuances and transfers.
Corporate Matters. The Company shall not, without the ------------------ prior written consent of Tadeo:
(a) amend its Articles of Incorporation ox Xx-Laws;
(b) issue any shares of the Company's capital stock;
(c) except as contemplated pursuant to Section 2.3 above, issue or create any warrants, obligations, subscriptions, options, convertible securities or other commitments under which any additional shares of the Company's capital stock might be directly or indirectly issued;
(d) amend, cancel or modify any existing Material Contract or enter into any new agreement, commitment or transaction, whether or not such revision is material;
(e) pay, grant or authorize any salary increases or bonuses or enter into any employment, consulting or management agreements;
(f) modify any agreement other than a material contract to which the Company is a party or by which it may be bound, or modify any payment terms with any creditor, other than in the ordinary course of business;
(g) make any change in the Company's management personnel;
(h) except pursuant to commitments in effect on the date hereof (to the extent disclosed in this Agreement or in any Schedule hereto), make any capital expenditure(s) or commitment(s), whether by means of purchase, lease or otherwise, or any operating lease commitment(s), in excess of $5,000 in the aggregate;
(i) sell, assign or dispose of any capital asset(s) with a net book value in excess of $5,000 as to any one item;
(j) change its method of collection of accounts or notes receivable, accelerate or slow its payment of accounts payable, or prepay any of its obligations or liabilities, other than prepayments to take advantage of trade discounts not otherwise inconsistent with or in excess of historical prepayment practices;
(k) declare, pay, set aside or make any dividend(s) or other distribution(s) of cash or other property, or redeem any outstanding shares of the Company's capital stock;
(l) incur any liability or indebtedness in excess of $5,000 as to any one item or $25,000 in the aggregate;
(m) voluntarily subject any of the assets or properties of the Company to any further liens or encumbrances;
(n) forgive any liability or indebtedness owed to the Company by any of its stockholders or any of their respective Affiliates; or
(o) agree to do, or take any action in furtherance of, any of the foregoing.
Corporate Matters. Preserve and maintain its corporate existence and take all reasonable action to maintain all rights, privileges and franchises necessary to the normal conduct of its business, except for rights, privileges and franchises the loss of which would not reasonably be expected to have, individually or in the aggregate, an AIG Material Adverse Effect (as defined in the Master Transaction Agreement).
