Necessary Corporate Action. All corporate actions by the Seller and its directors or shareholders, necessary for the observation, authorization, execution, delivery, and performance of this Agreement and any other instrument or agreement required under this Agreement, has been duly taken.
Necessary Corporate Action. The Fund agrees that it will, from time to time, but subject to any necessary approval of its shareholders, take all appropriate action fixing the number of its authorized shares, and such other steps as may be necessary to register the same under the Securities Act of 1933, to the end that there will be available for sale such number of shares as the Distributor may reasonably be expected to sell. The Fund plans to discontinue sales of its shares except to existing shareholders when it reaches $500,000,000 in net assets.
Necessary Corporate Action. All necessary corporate and shareholder approvals on the part of each of the GF Parties have been obtained and are in effect with respect to the Asanko Share Subscription, the JV Transactions, and the other transactions contemplated by this Agreement, and no further corporate action on the part of any GF Party is necessary to make this Agreement valid and binding on it.
Necessary Corporate Action. QC has taken all necessary corporate action to authorize the Offering.
Necessary Corporate Action. As a condition precedent to taking any action that would constitute a Corporate Reorganization, the Corporation will take all action that, in the opinion of its counsel, is necessary in order that:
4.6.1 the Corporation, any successor to the Corporation, or any successor to its assets and undertaking, may validly and legally issue (as fully paid and non-assessable if applicable) all the Exercise Proceeds to which Holders would be entitled on the exercise of Warrants thereafter; and
4.6.2 each Holder of a Warrant that has not been (i) exercised or (ii) purchased pursuant to Sections 5.1, 6.1, or 6.2 will thereafter be entitled to receive such shares, other securities, property and cash to which such Holder is entitled under Section 4.5, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this Article 4.
Necessary Corporate Action. The Sellers shall have received and inspected confirmation that all necessary corporate action on the part of Purchaser has been fully completed; including, but not limited to, the inspection of all consents or actions of the Board of Directors of Purchaser relating to the transactions contemplated by the Transaction Documents.
Necessary Corporate Action. The Lenders shall have received:
(A) certified (as of the date of this Agreement) copies of the resolutions of the Board of Directors of the Company authorizing the loans evidenced by the Notes and authorizing and approving this Agreement and the other Loan Documents and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents,
(B) certified (as of the date of this Agreement) copies of the resolutions of the Board of Directors and the shareholders of each of the Guarantors, authorizing and approving this Agreement, the Confirmation of Guaranty and any other Loan Document applicable to such Guarantors, and the execution, delivery and performance thereof and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Confirmation of Guaranty and the other Loan Documents,
(D) a certificate of the Secretary or an Assistant Secretary (attested to by another officer) of the Company certifying: (i) the names and true signatures of the officer or officers of the Company authorized to sign this Agreement, the Notes and the other Loan Documents to be delivered hereunder on behalf of the Company; and (ii) there have been no amendments or other modifications to the Company's by-laws or certificate of incorporation since February 25, 2000,
(E) a certificate of the Secretary or an Assistant Secretary (attested to by another officer) of each of the Guarantors certifying (i) the names and true signatures of the officer or officers of such Guarantor authorized to sign this Agreement, its Guaranty and any other Loan Documents to be delivered hereunder on behalf of such Guarantor; (ii) there have been no amendments or other modifications to such Guarantor's by-laws or certificate of incorporation since February 25, 2000; and (iii) the stock ownership of such Guarantor,
(F) a copy of the certificate of incorporation and all amendments thereto of the Company and each Guarantor, certified in each case by the Secretary of State (or equivalent officer) of the state of incorporation of the Company and each Guarantor and a certificate of existence and good standing with respect to the Company and each Guarantor from the Secretary of State (or equivalent officer) of the state of incorporation of the Company and each Guarantor an...
Necessary Corporate Action. The Parties agree to take such action as may be necessary to carry out the effect of this Section, including making or authorizing any required changes or amendments to the Articles of Incorporation.
Necessary Corporate Action. All corporate action by Unicorn and its directors or stockholders, necessary for the authorization, execution, delivery, and performance of this Agreement and any other instrument or agreement required under this Agreement, has been duly taken.
Necessary Corporate Action. All corporate action by Champion and its directors or stockholders, necessary for the authorization, execution, delivery, and performance of this Agreement and any other instrument or agreement required under this Agreement, has been duly taken.
