Corporate Matters Sample Clauses

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. 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, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP.

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 Group Company has been duly incorporated and is validly existing under the laws of its relevant jurisdiction. (b) The Vendors are the legal and beneficial owners of the Sale Shares free and clear of any Encumbrance and the Company has not exercised any lien over any of its issued shares and there is no outstanding call on any of the Sale Shares and all of the Sales Shares are fully paid. (c) The Sale Shares constitute 54% of all the issued shares in the Company. (d) No Group Company has and has ever had any place of business or branch or permanent establishment outside its relevant jurisdiction. (e) No Group Company has reduced, repaid or purchased any of its share capital, and there are no options or other agreements outstanding which call for the issue of or accord to any person the right to call for the issue of any shares in the capital of any Group Company or the right to require the creation of any Encumbrance over any shares in its share capital. (f) Each Group Company has complied with its constitution (or the equivalent constitutive documents) in all material respects and none of the activities, agreements, commitments or rights of any Group Company is ultra ▇▇▇▇▇ or unauthorised. (g) All governmental approvals, licences and authorisations which were necessary in connection with the incorporation of each Group Company, the allotment or transfer of shares in each Group Company to the present and former holders thereof and the appointment of directors were duly obtained and such approvals, licences and authorisations (and of all amendments and supplements thereto) have been disclosed to the Purchaser. (h) Save as disclosed in the Accounts and save for those debts arising in the ordinary course of business, each Group Company shall be free of any debt or liability of any nature whatsoever (whether actual, contingent or otherwise) as at the Completion Date. (i) Each Group Company can pay and discharge, or cause to be paid and discharged, all its debts and liabilities when they mature or become due or are expressed to be due.

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 Commodore: (a) amend its Articles of Incorporation or By-Laws; (b) issue any shares of its capital stock; (c) issue or create any warrants, obligations, subscriptions, options, convertible securities or other commitments under which any additional shares of its capital stock might be directly or indirectly issued; (d) amend, cancel or modify in any material respect any Material Contract or enter into or modify any material new agreement, commitment or transaction, except in each case in the ordinary course of business; (e) pay, grant or authorize any salary increases or bonuses except in the ordinary course of business and consistent with past practice, or enter into any employment agreement, consulting agreement, management agreement or Employee Plan; (f) make any change in its senior management personnel; (g) except pursuant to commitments in effect on the date hereof and/or within the Company's 1999 capital expenditure budget (to the extent disclosed in Schedule 6.5 annexed 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 $20,000 in the aggregate; (h) sell, assign or dispose of any capital asset(s) with a net book value in excess of $10,000 as to any one item, or $50,000 in the aggregate; (i) materially 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', (j) incur any liability or indebtedness except, in each instance, in the ordinary course of the Business; (k) subject any of its assets or properties to any further liens or encumbrances, other than Permitted Liens; (l) forgive any liability or indebtedness owed to it by the Stockholders or any of his Affiliates; (m) enter into any material contracts with the Stockholders or any key employees; or (n) 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).