Directors’ meeting Sample Clauses
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. 20 4.2 Conduct of Business Pending the Reorganization . . . 20 4.3 Disclosure . . . . . . . . . . . . . . . . . . . . . 20 4.4
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. 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. 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 the Company 16
Directors’ meeting. The Board of Directors may hold regular --------- ------------------ or special meetings within or outside of the State of Nevada. Meetings of the Board of Directors may be called at any time by the President of the Corporation, or by any two directors.
Directors’ meeting the Buyer 13 6.6 Bank authorities and minimum balance 13 6.7 Shareholder loan accounts 13 6.8 Capital and in specie distributions 13 6.9 No debts incurred up to Completion 13 7 WARRANTIES AND REPRESENTATIONS ABOUT THE COMPANY 13 7.1 Material events 13 7.2 Non-budgeted expenditure 13 7.3 Carriage of business 14 7.4 Dividends 14 7.5 Australian Securities & Investments Commission 14 7.6 Third party consents 14 7.7 No winding up 15 7.8 No external administration 15 7.9 Incorporation of the Company 15 7.10 Authority to carry on business 15 7.11 Board & Shareholder approval 15 7.12 Authority to perform Agreement 15
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.