Other Corporate Matters Sample Clauses
Other Corporate Matters. (1) The Company is duly incorporated or established and validly existing under the laws of its place of incorporation or establishment, and the amount and particulars of its share capital and other particulars set out in recital are be true and accurate.
(2) The Company has full power, authority and legal right to own its assets and carry on its business and is not in receivership or liquidation, its has taken no steps to enter into liquidation and no petition has been presented for winding up of the Company and there are no grounds on which a petition or application could be based for the winding up or appointment of a receiver of the Company.
(3) This Agreement constitutes legally valid and binding obligations on the Company enforceable against it in accordance with the terms of this Agreement.
(4) The Company has applied for/been granted all licences, permits, consents to carry out its business in the relevant jurisdiction and all licences and consents are valid and subsisting and the Directors are not aware of any circumstances which may lead to a revocation or suspension (on temporary or permanent basis) of such licences and consents.
Other Corporate Matters. 8.1 Neither Main Union nor the PRC Affiliate has outside its place of incorporation or establishment any branch, agency or place of business, or any permanent establishment other than those the information of which has been disclosed to the Purchaser.
8.2 The register of members and other statutory books of each of Main Union and the PRC Affiliate have been properly kept and contain an accurate and complete record of the matters with which they should deal.
8.3 The minute books of directors’ meetings and of shareholders’ meetings of each of Main Union and the PRC Affiliate respectively contain full and accurate records of all resolutions passed by the directors and the members of each of them and no resolutions have been passed by either the directors or the members of either of Main Union or the PRC Affiliate which are not recorded in the relevant minutes books.
8.4 Since the adoption of the Memorandum and Articles of Association, save as required under this Agreement, no alteration has been made and no special resolution of any kind of the members of Main Union has been passed which has not been provided to the Purchaser.
8.5 All returns, particulars, resolutions and documents statutorily required to be filed with any relevant authorities in respect of each of Main Union and the PRC Affiliate have been duly filed and were correct; and due compliance has been made with all the provisions of relevant legislations.
8.6 There are no charges created in favour of or against Main Union or the PRC Affiliate or any of their assets.
8.7 All title deeds and documents relating to the assets (if any) of Main Union or the PRC Affiliate, and an executed copy of all agreements to which Main Union or the PRC Affiliate is a party, and the original copies of all other documents which are owned by, or which ought to be in the possession of, Main Union or the PRC Affiliate are in its possession.
Other Corporate Matters. Each of Parent and Merger Sub agree upon the request of the Company to attend to and complete any registration and filing, to the extent not completed as of Closing, of the change of directors, secretary, supervisor, legal representative and such other officers or representatives of any Acquired Company with the relevant Governmental Authority, registered agent or other Person within time limits permitted in accordance with the requirements of applicable Law, and update the relevant Books and Records accordingly.
Other Corporate Matters. There shall have been no determination by the Board of Directors of USB that the consummation of the Merger or the other transactions contemplated by this Agreement is not in the best interests of USB or its stockholders by reason of a Material Adverse Change in the business, operations or financial condition of FBI which occurs following the execution of this Agreement.
Other Corporate Matters. 33 4.1. Fiscal Year; Designation of Auditors ........................ 33 4.2. Dividends ................................................... 33 4.3. Conduct of Business ......................................... 33 4.4. Operation in Accordance with REIT Requirements and Other Matters .................................................. 34 4.5. Sources and Uses of Funds; Organizational Expenses; Reorganization Expenses; Reserves ........................ 34 4.6. Other Activities of Stockholders ............................ 36
Other Corporate Matters. (a) The Company will not issue any shares of capital stock or any options, warrants or other securities exercisable for or convertible into capital stock of the Company without prior approval of the Board.
(b) The Company shall hold annual meetings of its shareholders on an annual basis. The Company shall hold the next annual meeting of its shareholders as soon as possible following the Closing, but in any event, no later than March 15, 2011. In addition to the election of directors, the Company shall seek approval for a reverse split of the Company’s common stock within a range that shall be determined by the Board and approved by the Investor, with the goal of increasing the trading price of the Company’s Common Stock to $4.00 per share or higher.
Other Corporate Matters. For so long as this Note is outstanding, the Borrower shall: (i) not, without the unanimous consent of its directors: (A) file a bankruptcy or insolvency petition or otherwise institute or cause to be instituted insolvency proceedings with respect to itself or to any other entity in which it has a direct or indirect legal beneficial ownership interest, (B) dissolve, liquidate, consolidate, merger, or sell substantially all of the Borrower’s assets or the assets of any other entity in which it has a direct or indirect legal beneficial ownership interest, or (C) amend its articles of incorporation or bylaws, which, in any event may not be amended without the prior written consent of the Lender.
Other Corporate Matters