Common use of Proof of Actions Taken Clause in Contracts

Proof of Actions Taken. Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering or omitting any action under this Agreement, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and established by a certificate signed by the Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, one of its Executive Vice Presidents or Vice Presidents, the Treasurer or the Controller of the Company and delivered to the Warrant Agent, and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon any such certificate.

Appears in 5 contracts

Samples: Warrant Agreement, Warrant Agreement (Aegerion Pharmaceuticals, Inc.), Warrant Agreement (Kinder Morgan, Inc.)

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Proof of Actions Taken. Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering or omitting any action under this Agreementhereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and established by a certificate signed by any of the Chairman of the Board of DirectorsBoard, Chief Executive Officerthe President, Chief Financial Officer, one of its Executive a Vice Presidents or Vice PresidentsPresident, the Treasurer or the Controller Secretary of the Company and delivered to the Warrant Agent, ; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon any such certificate.

Appears in 4 contracts

Samples: Warrant Agreement (Mercury Finance Co), Warrant Agreement (MFN Financial Corp), Warrant Agreement (Mercury Finance Co)

Proof of Actions Taken. Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering or omitting any action under this Agreement, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and established by a certificate signed by the Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, one of its Executive Vice Presidents or Vice Presidents, the Treasurer or the Controller of the Company and delivered to the Warrant Agent, and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon any such certificate.

Appears in 2 contracts

Samples: Registration Rights Agreement (Knight Capital Group, Inc.), Voting and Support Agreement (GETCO Holding Company, LLC)

Proof of Actions Taken. Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering or omitting any action under this Agreementhereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and established by a certificate signed by the Chairman of the Board of Directorsor President, Chief Executive Officer, Chief Financial Officer, one of its Executive Vice Presidents President or Vice PresidentsPresident, the Treasurer or the Controller of the Company and delivered to the Warrant Agent, ; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon any such certificate.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (First Pactrust Bancorp Inc), Warrant Agreement (First Pactrust Bancorp Inc)

Proof of Actions Taken. Whenever in the performance of its duties under ---------------------- this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering or omitting any action under this Agreementhereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be have been proved and established by a certificate signed by any of the Chairman of the Board of DirectorsBoard, Chief Executive Officer, Chief Financial Officer, Officer or one of its Executive the Vice Presidents or Vice Presidents, the Treasurer or the Controller of the Company and delivered to the Warrant Agent, ; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon any such certificate.

Appears in 1 contract

Samples: Warrant Agreement (Vencor Inc /New/)

Proof of Actions Taken. Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering or omitting any action under this Agreementhereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and established by a certificate signed by the Chairman of the Board of Directorsor President, Chief Executive Officer, Chief Financial Officer, one of its Executive a Vice Presidents or Vice PresidentsPresident, the Treasurer or the Controller of the Company and delivered to the Warrant Agent, ; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon any such certificate.

Appears in 1 contract

Samples: Stock Purchase Agreement (Apria Healthcare Group Inc)

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Proof of Actions Taken. Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering or omitting to take any action under this Agreement, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and established by a certificate signed by the Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, one of its Executive Vice Presidents or Vice Presidents, the Treasurer or the Controller of the Company and delivered to the Warrant Agent, and such certificate shall be full authorization to the Warrant Agent for any action taken, suffered or omitted to be taken or suffered in good the absence of bad faith by it under the provisions of this Agreement in reliance upon any such certificate.

Appears in 1 contract

Samples: Warrant Agreement (KCG Holdings, Inc.)

Proof of Actions Taken. Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering or omitting any action under this Agreementhereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be have been proved and established by a certificate signed by any of the Chairman of the Board of DirectorsBoard, Chief Executive Officer, Chief Financial Officer, Officer or one of its Executive the Vice Presidents or Vice Presidents, the Treasurer or the Controller of the Company and delivered to the Warrant Agent, ; and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon any such certificate.

Appears in 1 contract

Samples: Warrant Agreement (Appaloosa Management Lp)

Proof of Actions Taken. Whenever in the performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering or omitting any action under this Agreement, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed conclusively to be proved and established by a certificate signed by the Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, President, Chief Operating Officer, one of its Executive Vice Presidents or Vice Presidents, the Treasurer or the Controller of the Company and delivered to the Warrant Agent, and such certificate shall be full authorization to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon any such certificate.

Appears in 1 contract

Samples: Warrant Agreement (Primo Water Corp)

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