Omnibus Resolutions. RESOLVED, unanimously, that the undersigned deem the actions sanctioned by the foregoing resolutions to be advisable and in the best interests of the Company and its shareholders. RESOLVED, unanimously, that any of the appropriate officers of the Company be, and each of them hereby is, authorized to prepare, execute, deliver and perform, as the case may be, such agreements, amendments, applications, approvals, certificates, communications, consents, demands, directions, documents, further assurances, instruments, notices, orders, requests resolutions, supplements or undertakings, as each such officer, in his discretion, shall deem necessary or advisable to carry out the intent and purposes of the foregoing resolutions; and that the preparation, execution, delivery and performance of any such agreements, amendments, applications, approvals, certificates, communications, consents, demands, directions, documents, further assurances, instruments, notices, orders, requests, resolutions, supplements or undertakings shall be conclusive evidence of the approval of the Company’s Board of Directors thereof and all matters relating thereto. RESOLVED, unanimously, that any and all actions heretofore taken by the officers of the Company in the name and on behalf of the Company in furtherance of the preceding resolutions, are hereby ratified, approved and adopted. In addition to each of the undersigned’s consent to the foregoing resolutions, each of the undersigned hereby confirms that none of the issued and outstanding shares of the Company have been issued in violation of any pre-emptive rights, rights of first refusal or other similar rights it may have, whether pursuant to the Articles of Association of the Company or to any agreement to which it may be a party or otherwise, and hereby waives any pre-emptive rights, rights of first refusal, co-sale rights or other similar rights it may have pursuant to the Articles of Association (old and new) of the Company or to any agreement or otherwise with respect to (A) any of the Series BB-4 Preferred Shares which will be issued pursuant to the Share Purchase Agreement, except to the extent of its participation as provided under the Share Purchase Agreement, and (B) any other shares issuable to the holders of the Series BB-4 Preferred Shares upon conversion or otherwise pursuant to the New Articles and/or the Share Purchase Agreement to protect them against dilution. Each person or entity signed below further acknowledges, c...
Omnibus Resolutions. RESOLVED, that the officers of the Company are authorized and empowered to take all such actions (including, without limitation, soliciting appropriate consents or waivers from the stockholder) and to execute and deliver and file all such documents and pay all such expenses as may be necessary or advisable to carry out the intent and accomplish the purposes of the foregoing resolutions and to effect any transactions contemplated thereby and the performance of any such actions and the execution and delivery of any such documents shall be conclusive evidence of the approval of the Board thereof and all matters relating thereto. RESOLVED, that the omission from these resolutions of any approval or other arrangement contemplated by any of the approvals or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirements of any of the approvals or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Board or the officers of the Company to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by and the intent and purposes of the foregoing resolutions. This action shall be filed with the minutes of the proceedings of the Board and shall be effective as of the date of execution below. Any copy, facsimile or other reliable reproduction of this action may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction be a complete reproduction of the entire original writing.
Omnibus Resolutions. RESOLVED, that the appropriate officers of the Corporation are hereby authorized, empowered and directed to do or cause to be done any and all such further acts and things, to execute any and all such further documents as they may deem necessary or advisable to effect the provisions of the Agreement and to carry out the intent and accomplish the purposes of the foregoing resolutions. RESOLVED, FURTHER, that the authority given hereunder shall be deemed retroactive and any and all acts authorized hereunder performed prior to the passage of these resolutions are hereby ratified and affirmed. This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be an original and all of which together shall be one and the same instrument. This Unanimous Written Consent shall be filed in the Minute Book of this Corporation and become a part of the records of this Corporation.
Omnibus Resolutions. RESOLVED, that the appropriate officers of the Corporation are hereby authorized, empowered and directed to do or cause to be done any and all such further acts and things, to execute any and all such further documents as they may deem necessary or advisable to effect the provisions of the Agreement and to carry out the intent and accomplish the purposes of the foregoing resolutions.
Omnibus Resolutions. RESOLVED, that approval and consent are hereby given to such waivers of (including waivers of any notice that might be required), consents under, or amendments to the Company’s Amended Certificate of Incorporation, Certificate of Designation, bylaws, agreements, or other documents as may be necessary to permit the consummation of the Merger and the related transactions described in the Transaction Agreements; and be it further RESOLVED, that this Written Consent of Stockholders shall be effective and binding on all Stockholders upon its execution by Company stockholders holding at least a majority of the outstanding shares of each class of Capital Stock. This Written Consent of Stockholders may be executed in one or more counterparts (including by facsimile signature), each of which when executed shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same original Written Consent of Stockholders.
Omnibus Resolutions. IT IS RESOLVED THAT [the sole]/[each of the] Directors be and is authorized to execute and deliver all documents and take whatever action is deemed necessary or advisable to carry out and perform the purposes of these resolutions. IT IS FURTHER RESOLVED THAT any and all prior actions by any director be and are hereby approved, confirmed and ratified in all respects. Adopted this day of 2010. Name of the Director Name of the Director 45 FORM OF HOLDING VEHICLE’S DIRECTORS RESOLUTIONS [Name of BVI Holding Vehicle] (the “Company”) WRITTEN RESOLUTIONS OF THE [SOLE] DIRECTOR[S] OF THE COMPANY A Conflicts of Interest [Each/The sole] director confirms that he or she has properly and duly disclosed all of his or her interests required to be disclosed to the board of directors of the Company and/or the Company pursuant to the Articles of Association of the Company and/or otherwise required by any applicable law in relation to all matters being resolved upon by the board of directors of the Company as contained herein.
Omnibus Resolutions. (i) IT IS RESOLVED THAT each of the Directors be and is authorized to execute and deliver all documents and take whatever action is deemed necessary or advisable to carry out and perform the purposes of these resolutions.
Omnibus Resolutions. FURTHER RESOLVED, that the Authorized Officers are hereby authorized, empowered and directed, in the name and on behalf of the Company, to take all steps and to do all acts and things, including the execution, delivery and performance of the Company’s obligations under any other agreements, instruments or other documents, as in the judgment of such officer or officers may be deemed necessary, advisable or appropriate in order to consummate the Contemplated Transactions or any of the other transactions contemplated by the Merger Agreement or any of the Transaction Agreements and perform the Company’s obligations thereunder and otherwise carry out the purposes of the foregoing resolutions, and the execution and delivery thereof shall be conclusive evidence that the same were in all respects hereby fully authorized and approved. FURTHER RESOLVED, that any acts of the Company or any Authorized Officer or of any person or persons designated and authorized to act by any Authorized Officer, which acts would have been authorized by the foregoing resolutions except that such acts were taken prior to the adoption of such resolutions, are hereby severally ratified, confirmed, approved and adopted as acts in the name and on behalf of the Company. FURTHER RESOLVED, that facsimile or other electronic copies of signatures to this consent shall be deemed to be originals and may be relied on to the same extent as the originals. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
Omnibus Resolutions. RESOLVED, that this written consent may be executed in one or more original or facsimile counterparts, and all such counterparts taken together shall constitute one and the same document; FURTHER RESOLVED, that that this Consent shall be delivered to the Corporation by delivery to its principal place of business, to an officer of the Corporation, and shall be retained in the records of the meetings of stockholders of the Corporation. 1 Approval of amendment to the Corporation’s 2021 Equity Incentive Plan (the “2021 Plan”) to increase the number of common shares available for issuance under the 2021 Plan TBD to the extent that such an approval right for the Series A Preferred Stockholders exists. This Consent shall be effective as of the date first written above, which date is the date on which a majority of the holders of the Series A Preferred Stock approved this Consent.
Omnibus Resolutions. ● The officers of the Company are authorized and empowered to take any and all such further action, to execute and deliver any and all such further agreements, instruments, documents, certificates and communications and to pay such expenses, in the name and on behalf of the Company or such officer, as any such officer may deem necessary or advisable to effectuate the purposes and intent of the resolutions hereby adopted, the taking of such actions, the execution and delivery of such agreements, instruments, documents, certificates or communications and the payment of such expenses by any such officer to be conclusive evidence of his or her authorization hereunder and the approval thereof. ● Any and all actions taken by the directors or officers of the Company to carry out the purposes and intent of the foregoing resolutions prior to their adoption are approved, adopted, ratified and confirmed. This action by unanimous written consent shall be effective as of the date the Company receives the unanimous consent of the Company’s directors. This action by unanimous written consent may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one action. Any copy, facsimile or other reliable reproduction of this action by written consent may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used. This action by unanimous written consent shall be filed with the minutes of the proceedings of the board of directors of the Company. /s/ Xxxxxxxxx Xxxxxx Date: January 18, 2018 Xxxxxxxxx Xxxxxx /s/ Xxxxxx Xxxxxx Xxxxxxx Date: January 18, 2018 Xxxxxx Xxxxxx Xxxxxxx
