Matters of Corporate Governance. All individuals or entities entering into a contract with Owner must adhere to the following applicable Texas laws as they pertain to their individual type of ownership:
(a) Corporations (domestic [formed under Texas law] or foreign [formed under laws of another state]) shall be properly registered with the Texas Secretary of State and the Comptroller of Public Accounts as required by TITLE 34, Part 1, Chapter 3, Subchapter V, Rule 3.546 of the Texas Administrative Code. A current “Certificate of Good Standing” from the Texas Comptroller of Public Accounts shall be made available upon request stating that the corporation charter is current and all Texas Franchise Reports and Taxes are paid; and
(b) Partnership and Joint Stock Companies, and Limited Liability Partnerships (domestic [formed under Texas law] or foreign [formed under laws of another state]) shall be properly registered with the Texas Secretary of State in accordance with TITLE 105 – PARTNERSHIPS AND JOINT STOCK COMPANIES, CHAPTER OEN – PARTNERSHIPS, LIMITED PARTNERSHIPS, TEXAS REVISED LIMITED PARTNERSHIP ACT, Article 6132a-1, “Texas Revised Limited Partnership Act”. All partners in a partnership must file a “Certificate of Limited Partnership” with the Texas Secretary of State, which shall be made available for inspection upon request.
Matters of Corporate Governance. (a) Concurrent with the Merger Closing, all members of Acquiror's Board of Directors shall resign and shall be replaced with a Board of Directors of five (5) members, consisting of: (i) one designee of Acquiror's Board of Directors immediately prior to the Closing (the "Acquiror Designee"); and (ii) four (4) designees of the Stockholders. Immediately following the Effective Date, the Acquiror's Board of Directors shall execute and deliver to the Secretary of Acquiror board resolutions authorizing the transactions contemplated in this Agreement.
(b) Each of the Stockholders agrees that he will vote all voting securities of Acquiror owned beneficially or of record by him in a manner consistent with the approval of Acquiror's post-closing obligations under this Agreement.
Matters of Corporate Governance. (a) Concurrent with the Closing, members of Acquiror's Board of Directors shall resign and shall be replaced with a Board of Directors of five (5) members, consisting of: (i) two designees of Acquiror's Board of Directors immediately prior to the Closing (the "Acquiror Designees"); and (ii) three (3) designees of eNexi's Board of Directors. If the size of Acquiror's Board of Directors increases or decrease during the Restricted Period, then the representation on Acquiror's Board of Directors by the Acquiror Designees shall be at least 40% of the total board representation during the Restricted Period. Immediately following the Effective Date, Acquiror's Board of Directors shall execute and deliver to the secretary of Acquiror the form of board resolutions attached hereto as Exhibit 5.19
(a) authorizing the transactions contemplated in this Agreement.
(b) Each of the Principal Stockholders agrees that, during the Restricted Period, he will vote all voting securities of Acquiror owned beneficially or of record by him at every Annual Meeting of Stockholders, at any Special Meeting of Stockholders called for the purpose of electing members to the Board of Directors, or will act by written consent or otherwise take such action as is required to vote for and elect a Board of Directors in the manner identified in Section 5.19(a). Each of the Principal Stockholders further agrees not to take any action inconsistent with this Section 5.19, including voting any voting securities of Acquiror to amend the Certificate of Incorporation or the Bylaws of the Surviving Corporation or Acquiror.
(c) Each of the Principal Stockholders agrees that, during the Restricted Period, he will vote all voting securities of Acquiror owned beneficially or of record by him at every Annual Meeting of Stockholders, at any Special Meeting of Stockholders, or will act by written consent or otherwise take such action as is required to vote for a name change, reverse split or amendment to Acquiror's Certificate of Incorporation to increase the authorized capital stock as contemplated in Section 5.16.
(d) During the Restricted Period, approval of any of the following transactions shall require the affirmative vote of 80% of the members of Acquiror's Board of Directors: (i) any merger, consolidation, sale of all or substantially all of the assets of Acquiror or recapitalization involving Acquiror; (ii) transactions between Acquiror or the Surviving Corporation and any interested party (including...
Matters of Corporate Governance. 32 5.20 Disposition of Assets................................................................................33 5.21 Production of Schedules and Exhibits.................................................................34 ARTICLE VI: CONDITIONS TO CONSUMMATION OF THE MERGER............................................................35 6.1 Conditions to Obligations of eNexi......................................................................35 6.2 Conditions to Acquiror's Obligations....................................................................36 ARTICLE VII: INDEMNIFICATION....................................................................................37 7.1 Indemnification.........................................................................................37
Matters of Corporate Governance. (a) Section 5.19 of the Original Merger Agreement shall be deleted in its entirety, and shall be replaced by the following: "Until May 19, 2001, Synergy, plus those other shareholders who execute the signature page hereof, will agree to vote their shares of common stock of the Company at any regular or special meeting of its stockholders, or by written consent, solicitation or otherwise, called or required for the purpose of electing the Company's Board of Directors, for the nomination of Charles to the Company's Board of Directors should there be a Xxxxx consisting of less than
Matters of Corporate Governance. For that period during which the Osage Shareholders retain the voting rights identified in Section 3 of the Certificate of Designation, Preference and Rights of Series B $3.00 Convertible Preferred Stock, the Osage Shareholders shall nominate to the Acquiror's Board of Directors the Pacific Rim Designee, and any Board action undertaken during such period with respect to the transactions identified below shall require the affirmative vote of a majority of the Board of Directors which shall include the Pacific Rim Designee. These transactions shall include:
(a) transactions between Acquiror and any interested party (including all directors, officers, employees or stockholders beneficially owning more than five percent (5%) of Acquiror's outstanding capital stock); or
(b) any modification to the terms of this Agreement or any other closing agreements, schedules or exhibits.
Matters of Corporate Governance. Until May 19, 2001, Synergy, Xxxxxxx, plus those other shareholders who execute the signature page hereof, will agree to vote their shares of common stock of the Company at any regular or special meeting of its stockholders, or by written consent, solicitation or otherwise, called or required for the purpose of electing the Company's Board of Directors, for the nomination of a designee of Imperium Capital, Inc. to the Company's Board of Directors.
Matters of Corporate Governance. 33 5.20 Grant of Proxy..................................................34
Matters of Corporate Governance. 15 of the Merger Agreement shall be amended to read as follows: "For that period for which the Osage Shareholders retain the voting rights identified in Section 3 of the Certificate of Designation, Preference and Rights of Series B $3.00 Convertible Preferred Stock, the Osage Shareholders shall nominate to the Acquiror's Board of Directors the Pacific Rim Designee." All other references in Section 5.15 of the Merger Agreement to the contrary shall hereafter be null, void and of no further legal force and effect.
Matters of Corporate Governance. (a) Concurrent with the Closing, members of Acquiror's Board of Directors shall resign and shall be replaced with a Board of Directors of five (5) members, consisting of: (i) two designees of Acquiror's Board of Directors
