Corporate Proceedings of Subsidiaries Sample Clauses
The "Corporate Proceedings of Subsidiaries" clause defines the requirements and procedures that subsidiaries of a parent company must follow when making significant corporate decisions or taking formal actions. Typically, this clause outlines the need for proper authorization, such as board or shareholder approval, before a subsidiary can enter into major transactions, issue shares, or amend its governing documents. By establishing clear governance protocols, the clause ensures that the parent company maintains oversight and control over its subsidiaries' important decisions, thereby reducing the risk of unauthorized or detrimental actions.
Corporate Proceedings of Subsidiaries. The Administrative Agent shall have received, with a counterpart for each Lender, a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of each Subsidiary of the Company which is a party to a Loan Document authorizing (i) the execution, delivery and performance of the Loan Documents to which it is a party and (ii) the granting by it of the Liens created pursuant to the Security Documents to which it is a party, certified by the Secretary or an Assistant Secretary of each such Subsidiary as of the Closing Date, which certificate shall be in form and substance satisfactory to the Administrative Agent and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.
Corporate Proceedings of Subsidiaries. The Administrative Agent shall have received, with a counterpart for each Lender, a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of each other Subsidiary of the Borrower which is a party to a Loan Document authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified by the Secretary or an Assistant Secretary of each such Subsidiary as of the Closing Date, which certificate shall be in form and substance satisfactory to the Administrative Agent and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.
Corporate Proceedings of Subsidiaries. The Lenders shall have received a copy of the resolutions, in form and substance satisfactory to the Lenders, of the Board of Directors of each Subsidiary of the Borrower which is a party to a Loan Document authorizing (i) the execution, delivery and performance of the Loan Documents to which it is a party and (ii) the granting by it of the Liens created pursuant to the Subsidiaries Security Documents to which it is a party, certified by the Secretary or an Assistant Secretary of each such Subsidiary as of the Closing Date, which certificate shall be in form and substance satisfactory to the Lenders and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.
Corporate Proceedings of Subsidiaries. The Administrative Agent shall have received, with a counterpart for each Lender, a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of Directors of each Subsidiary of the Borrowers which is a party to a Loan Document or an Interest Rate Hedge Agreement authorizing (i) the execution, delivery and performance of the Loan Documents and the Interest Rate Hedge Agreement to which it is a party and (ii) the granting by it of the Liens created pursuant to the Subsidiaries Security Documents to which it is a party, certified by the Secretary or an Assistant Secretary of each such Subsidiary as of the Closing Date, which certificate shall be in form and substance satisfactory to the Administrative Agent and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.
Corporate Proceedings of Subsidiaries. The Administrative Agent shall have received a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Management Board and the members (if necessary) of each Subsidiary of any Borrower, if any, authorizing, among other things, (i) the execution, delivery and performance of the Loan Documents to which such Subsidiary is a party, (ii) the execution, delivery and performance of the Material Contracts to which such Subsidiary is a party that are in effect as of the Closing Date and (iii) the granting by it of the Liens created pursuant to the Collateral Documents to which such Subsidiary is a party, certified by the Secretary of such Subsidiary as of the Closing Date, which certificate shall be in form and substance reasonably satisfactory to the Administrative Agent and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and are accurate and complete.
Corporate Proceedings of Subsidiaries. The Administrative Agent shall have received a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors of each Subsidiary of the Borrower which is a party to a Loan Document authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified by the Secretary or an Assistant Secretary of each such Subsidiary as of the Closing Date, which certificate shall be in form and substance reasonably satisfactory to the Administrative Agent and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.
Corporate Proceedings of Subsidiaries. The Administrative Agent ------------------------------------- shall have received a copy of the resolutions, in form and substance reasonably satisfactory to the Lead Agents, of the Board of Directors of each Subsidiary authorizing (i) the execution, delivery and performance of the Supply Contracts and the Loan Documents to which such Subsidiary is a party and (ii) the granting by it of the Liens created pursuant to the Security Documents to which such Subsidiary is a party, certified by a Responsible Officer of such Subsidiary as of the Closing Date, which certificate shall be in form and substance reasonably satisfactory to the Lead Agents and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.
Corporate Proceedings of Subsidiaries. The Administrative Agent shall have received, with a counterpart for each Lender, a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors of each Subsidiary of the Borrower which is a party to an Acquisition Document authorizing (i) the execution, delivery and performance of the Acquisition Documents and the Loan Documents and supplements thereto to which it is a party being executed and delivered in connection with the Acquisition Loans requested in connection with such Permitted Acquisition and (ii) the granting by it of the Liens created pursuant to the Security Documents and supplements thereto being executed and delivered in connection with the Acquisition Loans requested in connection with such Permitted Acquisition, certified by the Secretary or an Assistant Secretary of such Subsidiary as of the Acquisition Closing Date, which certificate shall be in form and substance reasonably satisfactory to the Administrative Agent and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.
Corporate Proceedings of Subsidiaries. The Administrative Agent shall have received, with a counterpart for each Lender, a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors of each Subsidiary of the Borrower which is a Loan Party authorizing (i) the execution, delivery and performance of the Loan Documents to which it is a party delivered in connection with this Amendment and (ii) the granting of the Liens contemplated of it hereunder, certified by the Secretary or an Assistant Secretary of each such Subsidiary as of the Tranche B Effective Date, which certificate shall be in form and substance reasonably satisfactory to the Administrative Agent and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.
Corporate Proceedings of Subsidiaries. Each Lender shall have received a copy of the resolutions, in form and substance satisfactory to such Lender, of the Board of Directors of each Domestic Subsidiary of the Borrower which is a party to a Loan Document authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified by the Secretary or an Assistant Secretary of each such Domestic Subsidiary as of the Effective Date, which certificate shall be in form and substance satisfactory to such Lender and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.