DIRECTORS' RESOLUTIONS. Purchaser shall deliver to Seller copies of the resolutions of its Board of Directors authorizing the execution, delivery and performance of this Agreement and all instruments and documents to be delivered in connection herewith and the transactions contemplated hereby, duly certified by an authorized officer of Purchaser.
DIRECTORS' RESOLUTIONS. Evidence of the passing of effective resolutions of the Directors of the Company to register the transfer of the Shares into the name of the Purchaser and/or its nominee in the Register of Members of the Company in respect of the Shares.
DIRECTORS' RESOLUTIONS. Priveco. Pubco will have received copies of resolutions duly adopted by the board of directors of Priveco approving the execution and delivery of this Agreement and the consummation of the transactions contemplated herein.
DIRECTORS' RESOLUTIONS. 23 SECTION 10.03.
DIRECTORS' RESOLUTIONS. Fully executed resolutions of the directors of the Seller authorizing the execution and delivery of this Agreement and all things reasonably incident thereto.
DIRECTORS' RESOLUTIONS. (a) At or prior to Completion, the Seller must ensure that the following resolutions are duly passed by the directors of the Company, subject to Completion:
(i) to approve the transfer of the Sale Shares to the Buyer (or its nominee), to register (subject to payment of any stamp duty) the transfer of the Sale Shares, to issue a new share certificate for the Sale Shares in the name of the Buyer (or its nominee), and to cancel any existing share certificates;
(ii) to appoint as additional directors, secretaries and public officers of the Company persons nominated by the Buyer before Completion by notice to the Seller (except any nominee who has not provided a written consent to act);
(iii) to note the retirement of each existing director, secretary and public officer originally nominated by the Seller with effect from Completion, by the written resignations provided under clause 6.3(b)(iii); and
(iv) to change the name of the Company to Harmony Hidden Valley Limited. At Completion, the Seller must provide to the Buyer reasonable evidence that the above resolutions have been duly passed.
(b) At or prior to Completion, the Seller and the Buyer must ensure that the following resolutions are duly passed by the directors of HVSL, subject to Completion:
(i) to appoint as additional directors, secretaries and public officers of HVSL persons (if any) nominated by the Buyer before Completion by notice to the Seller (except any nominee who has not provided a written consent to act);
(ii) to revoke any existing authority to operate a bank account by any person appointed by or representing the Company and to appoint instead as signatories of the bank accounts persons (if any) nominated by the Buyer before Completion by notice to the Seller; and
(iii) to note the retirement of each existing director, secretary and public officer of HVSL appointed by or representing the Company with effect from Completion, by the written resignations provided under clause 6.4(c).
DIRECTORS' RESOLUTIONS. All resolutions at meetings of the Board are valid if at least a simple majority of two category “A” Directors (present or represented) and at least two category “B” Directors (present or represented) vote in favour of the relevant resolution including in relation to those decisions listed in clause 5.3 and clause 5.4.
DIRECTORS' RESOLUTIONS. 20 Section 12.03
DIRECTORS' RESOLUTIONS. Vendor. The Purchaser will have received copies of resolutions duly adopted by the board of directors of the Vendor approving the execution and delivery of this Agreement and the consummation of the Transaction contemplated herein.
DIRECTORS' RESOLUTIONS. 25 SECTION 11.03. INCUMBENCY CERTIFICATE. . . . . . . . . . . . . . . . . . . . . . .25 SECTION 11.04. XXXX-XXXXX ACT. . . . . . . . . . . . . . . . . . . . . . . . . . .25 SECTION 11.05. OPINION OF COUNSEL TO PURCHASER . . . . . . . . . . . . . . . . . .25 ARTICLE XII - CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION AT FINAL CLOSING . . .25 SECTION 12.01. ACCURACY OF REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF THIS AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . .25 SECTION 12.02. OPINION OF FCC COUNSEL TO SELLER. . . . . . . . . . . . . . . . . .25 ARTICLE XIII - CASUALTY LOSSES. . . . . . . . . . . . . . . . . . . . . . . . . . .26 ARTICLE XIV - INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . .26
