PROOF OF AUTHORITY TO SIGN Sample Clauses

PROOF OF AUTHORITY TO SIGN. The Subscription Agent need not procure supporting legal papers, and is authorized to dispense with proof of authority to sign (including any proof of appointment or authority to sign of any fiduciary, custodian for a minor, or other person acting in a representative capacity), and to dispense with the signatures of co-fiduciaries, in connection with exercise of the Rights in the following cases: (a) where the Rights Certificate is registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary, and the subscription form thereof is executed by such executor, administrator, trustee, custodian for a minor or other fiduciary, and the shares of Series B Preferred subscribed for are to be issued in the name of the registered holder of the Rights Certificate, as appropriate; (b) where the Rights Certificate is in the name of a corporation and the subscription form thereof is executed by an officer of such corporation and the shares of Series B Preferred subscribed for are to be issued in the name of such corporation; (c) where the Rights Certificate is executed by a bank or broker as agent for the registered holder of the Rights Certificate; provided that, the shares of Series B Preferred subscribed for are to be issued in the name of the registered holder of the Rights Certificate; and (d) where the Rights Certificate is registered in the name of a decedent and the subscription form thereof is executed by a subscriber who purports to act as the executor or administrator of the estate, provided (i) the subscription is for not more than $1,000, and (ii) the shares of Series B Preferred subscribed for are to be registered in the name of the subscriber as executor or administrator of such estate of the deceased registered holder. In all of the cases set forth in this Section 10 and notwithstanding anything contained in this Agreement to the contrary, the check tendered in payment of the applicable subscription must be drawn for the proper amount, to the order of the Subscription Agent and otherwise be in proper form, and there must be no evidence indicating that the subscriber is not the duly authorized representative he purports to be. In cases other than those set forth above, the Subscription Agent should procure the necessary legal documents. However, in the event that all legal requirements for proper exercise of the Rights have not been met at the Expiration Date, the Subscription Agent may accept approval from the Comp...
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PROOF OF AUTHORITY TO SIGN. If the contracting party is not a natural person, evidence of authority granted by the legal entity to the natural person who signs this agreement on behalf of the legal entity must be attached as a condition precedent to any obligation by the State of South Dakota under this Agreement. A copy of a resolution of the governing body or minutes of a regular meeting showing approval of the agreement or an ordinance approving the agreement and authorizing a named person to sign the agreement may be used as adequate proof of authority.
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PROOF OF AUTHORITY TO SIGN. The Rights Agent need not procure supporting legal papers, and is authorized to dispense with proof of authority to sign (including any proof of appointment or authority to sign of any fiduciary, custodian for a minor, or other person acting in a representative capacity), and to dispense with the signatures of co-fiduciaries, in connection with exercise of the Rights in the following cases: (i) where the Rights Certificate is registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary, and is executed by such executor, administrator, trustee, custodian for a minor or other fiduciary, and the Rights Securities are to be issued in the name of the registered holder of the Rights Certificate, as appropriate; (ii) where the Rights Certificate is in the name of a corporation and is executed by an officer of such corporation and the Rights Securities are to be issued in the name of such corporation; and (iii) where the Rights Certificate is executed by a bank or broker as agent for the registered holder of the Rights Certificate; provided that, the Rights Securities are to be issued in the name of the registered holder of the Rights Certificate. In cases other than those set forth above, the Rights Agent shall procure the necessary legal documents. However, in the event that all legal requirements for proper exercise of the Rights have not been met at the Expiration Date, the Rights Agent may accept approval from the Company as to whether such Rights Certificates may be accepted and the Rights Securities subscribed for thereunder issued.
Sample 1
PROOF OF AUTHORITY TO SIGN. The Subscription Agent need not procure supporting legal papers, and is authorized to dispense with proof of authority to sign (including any proof of appointment or authority to sign of any fiduciary, custodian for a minor, or other person acting in a representative capacity), and to dispense with the signatures of co-fiduciaries, in connection with exercise of the Rights in the following cases: (a) where the Rights Certificate is registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary, and the subscription form thereof is executed by such executor, administrator, trustee, custodian for a minor or other fiduciary, and the shares of Common Stock and Warrants comprising the Units subscribed for are to be issued in the name of the registered holder of the Rights Certificate, as appropriate; (b) where the Rights Certificate is in the name of a corporation and the subscription form thereof is executed by an officer of such corporation and the shares of Common Stock and Warrants comprising the Units subscribed for are to be issued in the name of such corporation; (c) where the Rights Certificate is executed by a bank or broker as agent for the registered holder of the Rights Certificate; provided that, the shares of Common Stock and Warrants subscribed for are to be issued in the name of the registered holder of the Rights Certificate.
Sample 1

Related to PROOF OF AUTHORITY TO SIGN

  • Proof of Authority Buyer shall provide such proof of authority and authorization to enter into this Agreement and the transactions contemplated hereby, and such proof of the power and authority of the individual(s) executing or delivering any documents or certificates on behalf of Buyer as may be reasonably required by Title Company.

  • Proof of Authorization 5.3.1 Each Party shall be responsible for obtaining and maintaining Proof of Authorization (POA) as required by applicable federal and state law, as amended from time to time. 5.3.2 The Parties shall make POAs available to each other upon request in the event of an allegation of an unauthorized change in accordance with all Applicable Laws and rules and shall be subject to any penalties contained therein.

  • Authority to Sign If this document is not signed by all of the persons comprising the Supplier, any person who has signed this document warrants to DFMC that it is duly authorised to sign and bind all the persons comprising the Supplier.

  • EXTENT OF AUTHORITY exercise a degree of autonomy; • control projects and/or programmes; • set outcomes for subordinates; • establish priorities and monitor workflow in areas of responsibility; • solutions to problems can generally be found in documented techniques, precedents and guidelines or instructions. Assistance is available when required.

  • Warranty of Authority Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party.

  • Grant of Authority As of the Effective Date, GlobalSign hereby grants to Subscriber the authority for the term set forth in Section 7 to use the enclosed Digital Certificate to create Digital Signatures or to use the Digital Certificate in conjunction with Private Key or Public Key operations.

  • Reservation of Authority Nothing in this subpart shall limit the authority of the Secretary to take action to enforce conditions or violations of law, including actions necessary to prevent evasions of this subpart.

  • Scope of Authority Committee meetings will be used for communications between the parties, to share information and to address concerns. The committee will have no authority to conduct any negotiations or modify any provision of this Agreement. The committee’s activities and discussions will not be subject to the grievance procedure in Article 30.

  • Delegation of Authority to Act; Specified Actions 3.4.1 Subject to Section 3.1 and Section 3.2, Xxxxx Bank hereby grants to the Bank Assets Purchaser and Xxxxx Trust Company hereby grants to the Delaware Trust Assets Purchaser (or the Bank Assets Purchaser, if required by Section 3.3), as Servicer hereunder, (a) the full right, power and authority to take any action (including any Specified Action) or to omit to take any action (including any Specified Action); provided that no such action or omission shall be taken unless it would be authorized if taken or omitted to be taken by the applicable Seller under the applicable Serviced Corporate Trust Contracts, and (b) all other rights, powers and entitlements of the Sellers under such Serviced Corporate Trust Contracts. In the event the parties identify any duties or obligations that are non-delegable under applicable Law or pursuant to the terms of the Serviced Corporate Trust Contracts, the parties agree to cooperate in good faith to determine how such duties or obligations are to be satisfied in a way to effect the original intent of the parties that the Purchasers have acquired the Business (and control thereof) and are entitled to receive the economic benefits and obligated to bear the economic burdens of the Serviced Appointments. 3.4.2 On the Closing Date, Xxxxx Bank shall execute and deliver to the Bank Assets Purchaser one or more legal powers of attorney in favor of the Bank Assets Purchaser and Xxxxx Trust Company shall execute and deliver to the Delaware Trust Assets Purchaser (or the Bank Assets Purchaser, if required by Section 3.3) one or more legal powers of attorney in favor of the Delaware Trust Assets Purchaser (or the Bank Assets Purchaser, if required by Section 3.3), in each case, in form and content necessary and effective to authorize such persons to take any action (including any Specified Action) or to omit to take any action (including any Specified Action) and to execute documents or other papers in the applicable Seller’s place and stead, to the fullest extent necessary or appropriate for each applicable Purchaser to exercise the powers and perform the duties provided for hereunder, and following the Closing, the Sellers shall use reasonable best efforts to take all other such actions and execute such other documents as the Purchasers may from time to time reasonably request in order for them to exercise the powers and perform the duties provided for hereunder. For purposes of this Agreement, and without limiting the grant of authority in the preceding sentence, “Specified Action” means any action (including any determination to take no action) with respect to a Serviced Appointment, including any action (or determination to take no action) requiring or permitting the exercise of judgment in connection with decisions between or among alternative courses of action, which may include determinations with respect to the following:

  • Confirmation of Authority; Execution of Releases Without in any manner limiting Agent’s authority to act without any specific or further authorization or consent by Lenders or Documentation Agent (as set forth in Section 11.1(h)(i) and (ii)), each Lender agrees to confirm in writing, upon request by Agent, the authority to release any property covered by this Agreement or the Loan Documents conferred upon Agent under Section 11.1(h)(ii). So long as no Event of Default exists, upon receipt by Agent of confirmation from the requisite percentage of the Lenders of its authority to release any particular item or types of Property covered by this Agreement or the other Loan Documents, and upon at least five (5) Business Days’ prior written request by Borrower Funds Administrator, Agent shall (and hereby is irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to Agent, for the benefit of the Lender Parties, herein or pursuant hereto upon such Collateral; provided, however, that (A) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty (other than that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts), and (B) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Credit Parties or any Subsidiary of any Credit Party in respect of all interests retained by the Credit Parties or any Subsidiary of any Credit Party, including, without limitation, the proceeds of any sale, all of which shall continue to constitute part of the Property covered by this Agreement or the other Loan Documents).

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