Necessary Corporate Actions Sample Clauses

Necessary Corporate Actions. Buyer shall have taken any and all requisite corporate actions and other steps and secured any other corporate approvals, necessary to authorize and consummate this Agreement and the transactions contemplated hereby.

Necessary Corporate Actions. The Stockholder shall, subject to the closing of the Tender Offer, procure the fulfillment of the following: (a) to convene a Board of Directors meeting within three (3) business days after the Buyer publicly announces the Tender Offer to adopt resolutions to convene an extraordinary shareholders meeting on or before the Closing Date to (i) approve a proposal for amendment of the Articles of Incorporation of the Company to, among others, reduce the number of the Company’s Directors from seven (7) to five (5), and supervisors from three (3) to two (2), as may be requested by the Buyer, and (ii) elect five (5) Directors and two (2) supervisors of the Company with persons designated by the Buyer in their personal capacity (collectively the “Required Shareholders’ Resolutions”). At the extraordinary shareholders meeting, the Stockholder shall vote his Shares and shall use Reasonable Best Efforts to obtain sufficient votes either by way of proxy or by personal votes of other shareholders to procure the adoption of the Required Shareholders’ Resolution; (b) to convene a separate Board of Directors meeting prior to the Closing and cause the Board of Directors of the Company to: (i) approve the merger of the Company with the Buyer; and (ii) to authorize the Stockholder to execute a merger agreement on behalf of the Company with the Buyer; and (c) if the Required Shareholders Resolutions have not been successfully adopted pursuant to Paragraph (a) above on or prior to the Closing Date, to cause the Board of Directors of the Company to convene another extraordinary shareholders meeting on a date requested by the Buyer after the Closing to amend the Company’s Articles of Incorporation as requested by the Buyer and to replace and elect all the directors and supervisors of the Company with persons designated by the Buyer, and if necessary, to approve other matters adopted by the Board of Directors.

Necessary Corporate Actions. The Company represents and warrants to the Executive that (i) all corporate action required to be taken by the Company to fully authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, any action required to be taken by the Board, any committee of the Board, or any other person or body to interpret or otherwise act with respect to any Company plan, policy, program, arrangement or other agreement) has been or will be duly and effectively taken, (ii) the officer signing this Agreement on behalf of the Company is duly authorized to do so and (iii) upon the execution and delivery of this Agreement by the Parties, and approval of this Agreement by the Compensation Committee of the Board of Directors of the Company (and the Board of Directors if deemed appropriate by the Compensation Committee), it shall be a valid and binding obligation of the Company, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally. As stated above, this Agreement shall take effect as of 6 p.m. on February 12, 2003, provided that all actions necessary to authorize this Agreement have taken place by that date and time (in which event, the Company guarantees unconditionally to execute this Agreement by the time stated in this sentence and in the form executed by the Executive). In the event that all such actions by the Compensation Committee or the Board as set forth herein have not occurred, this Agreement shall not take effect but shall be considered null and void, and the Executive shall have such rights as he would otherwise be entitled to under existing and prospective policies, programs and plans of the Company.