Directors’ meeting. At a properly convened and properly held meeting of duly appointed directors of the Company, at which a quorum of directors entitled to vote was present and acting, resolutions were duly passed:
a. approving the terms of each Loan Document to which the Company is expressed to be a party;
b. resolving that the Company’s entry into each Loan Document to which it is named as a party is for the commercial benefit of, and in the best interests of, the Company because the facilities are necessary for the day-to-day operation of the Xxxxxxx Pharmaceuticals Group’s business and the Company will derive benefit from the conduct of that business and the availability of funds under the facilities;
c. authorising the Company to enter into, sign, deliver and perform each Loan Document (and any related ancillary document) to which it is named as a party; and
d. [if applicable] authorising and directing execution by the Company of the power of attorney referred to in paragraph (1.b). All provisions in the Corporations Act and the constitution of the Company relating to the declaration of directors’ interests and the powers of interested directors to vote were duly observed at or before the meeting. Minutes recording the resolutions referred to above were prepared and recorded in accordance with section 251A of the Corporations Act.
Directors’ meeting. Immediately following the Closing the Dencor Board of Directors shall meet and appoint Thomxx X. Xxxxx xx a Director and Chairman of the Board. ARTICLE XII
Directors’ meeting the Company 16
Directors’ meeting. Both Xxxxxxx Audio and Highway One will take all actions necessary in accordance with applicable law and their Certificates of Incorporation and By-laws to convene a meeting or obtain the written consents of their directors as promptly as practicable to consider and vote upon the approval of the transactions contemplated by this Agreement.
Directors’ meeting. Each of Mortgage Store, Little Creek and Jenson Services wixx xxxe all actions necessary in accordance with applicable law and its Certificate of Incorporation and By-laws to convene a meeting or obtain the written consent of its directors as promptly as practicable to consider and vote upon the approval of the transactions contemplated by this Agreement.
Directors’ meeting. Immediately upon execution of this Agreement by all parties hereto, the directors of the Company shall hold a special meeting to appoint officers of the Company in accordance with Schedule 2.5.
Directors’ meeting. 20 4.2 Conduct of Business Pending the Reorganization . . . 20 4.3 Disclosure . . . . . . . . . . . . . . . . . . . . . 20 4.4
Directors’ meeting. Each of Cash Systems, Unistone and Jenson Xxxxxxes will take all actions necessary in accordance with applicable law and its Certificate of Incorporation and By-laws to convene a meeting or obtain the written consent of its directors as promptly as practicable to consider and vote upon the approval of the transactions contemplated by this Agreement.
Directors’ meeting. At Completion the Company must procure that a meeting of its directors is held at which it is resolved that, subject to receipt by the Company of the subscription moneys for the New Shares, all of the following will occur: The Company allots to the Investor the number of New Shares set out against its name in clause 1.1 for the aggregate consideration set out against its name in that clause. The Company issues certificates for the New Shares so allotted in the respective names of the Investor or in the names of such person as the Investor may direct and registers the Investor or such person as the Investor may direct as the holders of them. [ ] is appointed as a director of the Company. Payment Immediately after the above meeting of the directors of the Company the Investor must pay or procure payment in full for the New Shares allotted to it or as it has directed in immediately available funds (for same day value). 3Warranties
Directors’ meeting. Each of Next and Sporting Magic will take all actions necessary in accordance with applicable law and its Certificate of Incorporation and By-laws to convene a meeting or obtain the written consent of its directors and, with respect to Next, its stockholders as promptly as practicable to consider and vote upon the approval of the transactions contemplated by this Agreement.
