Corporate Proceedings of the Subsidiaries Sample Clauses

Corporate Proceedings of the Subsidiaries. The Obligee shall have received a copy of the resolutions, in form and substance satisfactory to the Obligee and dated on or prior to the date hereof, of the Board of Directors of each Subsid- iary which is a party to any Transaction Document authorizing the execution, delivery and performance of the Transaction Doc- uments to which it is a party, certified by its secretary or an assistant secretary as of the Issuance Date, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and are in full force and effect and shall be in form and substance satisfac- tory to the Obligee.
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Corporate Proceedings of the Subsidiaries. Agent shall have received, with a counterpart for each Bank, a copy of the resolutions, in form and substance satisfactory to Agent, of the Board of Directors of each Subsidiary of Company which is a party to any 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 Subsidiary as of the Effective Date, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and are in full force and effect.
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Corporate Proceedings of the Subsidiaries. The Agent shall have ----------------------------------------- received, with a counterpart for the Agent and each Lender, a copy of the resolutions of the Board of Directors of each of the Borrower's Subsidiaries authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party certified by the Secretary or an Assistant Secretary of such Subsidiary, as of the Closing Date, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and shall be in form and substance satisfactory to the Agent.
Sample 1
Corporate Proceedings of the Subsidiaries. The Administrative Agent shall have received, with a counterpart for each Lender, a copy of the resolutions of the Board of Directors of each Subsidiary authorizing (i) the execution, delivery and performance of each Loan Document to which it is a party and (ii) in the case of Merger Sub, the execution, delivery and performance of the Merger Documents to which Merger Sub is a party and all closing documents delivered in connection therewith, in each case, certified by the Secretary or an Assistant Secretary of such Subsidiary as of the Effective Date, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and shall be in form and substance satisfactory to the Administrative Agent.
Sample 1
Corporate Proceedings of the Subsidiaries. Agent shall have received, with a counterpart for each Bank, a copy of the resolutions, in form and substance satisfactory to Agent, of the Board of Directors of each Subsidiary which is a party to any Secured Floating Rate Note Document authorizing the execution, delivery and performance of the Secured Floating Rate Note Documents to which it is a party, certified by the secretary or an assistant secretary of the Company as of the date hereof, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and are in full force and effect and shall be in form and substance satisfactory to Agent.
Sample 1
Corporate Proceedings of the Subsidiaries. The Agent shall have received a copy of the resolutions of the Board of Directors of each Guarantor or, alternatively, Material Subsidiary authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and Acquisition Document to which it is a party certified by the Secretary or an Assistant Secretary of such Subsidiary, as of the Closing Date, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and shall be in form and substance satisfactory to the Agent. The Agent shall have received a certificate of each Subsidiary, dated the Closing Date, as to the incumbency and signature of the officers of each Subsidiary executing any Loan Document satisfactory in form and substance to the Agent, executed by the President or any Vice President and the Secretary or an Assistant Secretary of such Subsidiary.
Sample 1

Related to Corporate Proceedings of the Subsidiaries

  • Corporate Proceedings of the Borrower The Administrative Agent shall have received a copy of resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors of the Borrower authorizing (i) the execution, delivery and performance of the Loan Documents to which it is a party, and (ii) the borrowings contemplated hereunder, in each case certified by the Secretary or an Assistant Secretary or other Responsible Officer of the Borrower 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 the Loan Parties 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 Loan Party authorizing, as applicable, (i) the execution, delivery and performance of this Agreement, any Notes and the other Loan Documents to which it is or will be a party as of the Closing Date, (ii) the Extensions of Credit to such Loan Party (if any) contemplated hereunder and (iii) the granting by it of the Liens to be created pursuant to the Security Documents to which it will be a party as of the Closing Date, certified by the Secretary or an Assistant Secretary of such Loan Party 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 (except as any later such resolution may modify any earlier such resolution), revoked or rescinded and are in full force and effect.

  • Corporate Proceedings All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions contemplated hereby shall have been done to the reasonable satisfaction to counsel for the Underwriters.

  • Capitalization of the Subsidiaries All the outstanding shares of capital stock of each subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interests, claims, liens or encumbrances.

  • Business of the Borrower and the Subsidiaries Notwithstanding any other provisions hereof, engage at any time in any business or business activity other than any business or business activity conducted by any of them on the Closing Date and any business or business activities incidental or related thereto, or any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto.

  • Good Standing of the Subsidiaries Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has been duly formed or organized, as the case may be, and is validly existing as a corporation, partnership, limited liability company or trust, as the case may be, in good standing under the laws of its jurisdiction of incorporation or organization, except where the failure to be in good standing would not result in a Material Adverse Effect. The Subsidiaries have full power and authority (corporate and other) to own, lease and operate their properties and to conduct their businesses as described in the Prospectus and are duly qualified as a foreign corporation, partnership, limited liability company or trust, as the case may be, to transact business and are in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; all of the issued and outstanding ownership interests or shares of beneficial interest, as the case may be, of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity except as described in the Prospectus; none of the outstanding interests or shares of beneficial interest, as the case may be, of the Subsidiaries were issued in violation of the preemptive or similar rights of any securityholder of the Subsidiaries.

  • Corporate Documents; Proceedings (a) On the Initial Borrowing Date, the Administrative Agent shall have received from each Credit Party a certificate, dated the Initial Borrowing Date, signed by an Authorized Officer of such Credit Party, and attested to by the secretary or any assistant secretary of such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such Credit Party and the resolutions of such Credit Party referred to in such certificate and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably satisfactory to the Administrative Agent.

  • PROCEEDINGS OF DIRECTORS 104. The Directors may meet together (either within or outside the Cayman Islands) for the despatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the chair shall have a second or casting vote. A Director xxx, and a Secretary or assistant Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.

  • Ownership of the Subsidiaries The Partnership directly or indirectly owns the partnership interests, membership interests and capital stock, as applicable, in the Subsidiaries as described in the Pricing Disclosure Package and in the Prospectus, in each case free and clear of all Liens, except as may arise under the Credit Agreement or as described in the Pricing Disclosure Package and the Prospectus.

  • Corporate Acts and Proceedings The execution, delivery and performance of this Agreement and the Certificate of Merger (together, the “Merger Documents”) have been duly authorized by the Board of Directors of the Company and have been approved by the requisite vote of the Stockholders, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Merger Documents and the consummation of the Merger have been validly and appropriately taken, except for the filings referred to in Section 1.02.

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