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 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 officers of the Company are hereby authorized and directed to execute all documents and take whatever action is deemed necessary or advisable to carry out and perform the obligations of the Company as set forth in these resolutions, and all prior actions taken by the officers in connection herewith are hereby confirmed, ratified and approved. This Action by Unanimous Written Consent of the Board and Stockholder shall be filed with the minutes of the proceedings of the Company and shall be effective as of the date first written above. /s/ Xxxxxxxxx Xxxxx Xxxxxxxxx Xxxxx /s/ Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxx /s/ Xxxxxxxxx Xxxxx Xxxxxxxxx Xxxxx, individually and on behalf of the Ogawa Family Trust, dated 7/06/98 and the Ogawa Family Limited Partnership
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. 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. 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.
(ii) IT IS FURTHER RESOLVED THAT any and all prior actions by any director be and are hereby approved, confirmed and ratified in all respects. Date: of [—] [shareholder name] 52 SCHEDULE 10 FORM OF BOARD RESOLUTIONS OF CHINA WIND POWER EQUIPMENT GROUP LIMITED Unanimous Written Resolutions of the Board of Directors of China Wind Power Equipment Group Limited (the “Company”)
Omnibus Resolutions. RESOLVED, that all acts and deeds heretofore done by any director or officer of the Company intended to carry out the intent of the foregoing resolutions are hereby ratified and approved in all respects. The action taken by this consent shall have the same force and effect as if taken at a special meeting of the holders of the issued and outstanding shares of capital stock of the Company entitled to vote thereon duly called and constituted pursuant to the Bylaws of the Company and the laws of the State of Delaware. By executing this action by written consent of stockholders, each undersigned stockholder is giving written consent with respect to all shares of the Company’s capital stock held by such stockholder in favor of the above resolutions. Pursuant to the provisions of Section 228(c) of the General Corporation Law of the State of Delaware, each corporate action referred to herein shall be effective upon the execution of this consent by a sufficient number of holders of the Company’s capital stock authorized to vote and to take each of the actions set forth in this consent and upon the delivery of this consent, within sixty
Omnibus Resolutions. RESOLVED, that the officers of this Corporation be, and each of them alone hereby is, authorized and directed to do and perform any and all acts, including execution of documents and certificates, as such officers shall deem necessary or advisable, to carry out the purposes of the foregoing resolutions; and RESOLVED FURTHER, that any actions taken by such officers prior to the date of these resolutions that are within the authority conferred by these resolutions are hereby ratified, confirmed, and approved as the acts and deeds of this Corporation.
