Proper Proceedings; Charter Documents Sample Clauses

Proper Proceedings; Charter Documents. Each Borrower shall have taken all corporate or company proceedings necessary to authorize the Loan Documents and the transactions contemplated hereby. Each Borrower shall have delivered to the Agent certificates, dated the Closing Date and signed by their respective Secretaries, Managing Directors, Directors or other responsible officers, satisfactory to the Agent, respecting such proceedings and the incumbency of the officers executing the Loan Documents, including in the case of the German Borrower, resolutions of the shareholder of the German Borrower authorizing the Loan Documents and the transactions contemplated hereby and certified excerpts from the commercial register reflecting the incumbency of the officer executing any Loan Documents on behalf of the German Borrower dated not earlier than three Business Days prior to the Closing Date. Each Borrower shall have delivered to the Agent copies of its articles of organization or association or other charter documents, including all amendments thereto, certified by the appropriate officer, and copies of its bylaws or other constitutional documents, including all amendments thereto, certified by the appropriate officer. The Agent shall have received satisfactory results to all company and other final searches in relation to each Borrower as the Agent may reasonably request.
Sample 1
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Proper Proceedings; Charter Documents. Each Obligor party to a Pledge Agreement or Guaranty Agreement delivered pursuant to Section 6.11(a) shall have taken all corporate or company proceedings necessary to authorize such Pledge Agreements and Guaranty Agreements. Each of such Obligors shall have delivered to the Agent certificates, dated the Availability Date and signed by their respective Secretaries, Directors or other responsible officers, satisfactory to the Agent, respecting such proceedings and the incumbency of the officers executing such Pledge Agreements and Guaranty Agreements, including in the case of the German Borrower, Transact Elektronische Zahlungssysteme GmbH and Euronet Services GmbH, resolutions of the shareholder of such Persons authorizing the Pledge Agreements and Guaranty Agreements to which they are a party and the transactions contemplated thereby and certified excerpts from the commercial register reflecting the incumbency of the officer executing any of such Loan Documents on behalf of such Persons dated not earlier than three Business Days prior to the delivery of such Loan Documents. Each of such Obligors shall have delivered to the Agent copies of its articles of organization or association or other charter documents, including all amendments thereto, certified by the appropriate officer, and copies of its bylaws or other constitutional documents, including all amendments thereto, certified by the appropriate officer. Each Person, the shares of whom are being pledged pursuant to a Pledge Agreement shall have taken all corporate or company proceedings necessary to authorize the pledges pursuant to such Pledge Agreements, including in the case of e-pay Limited, delivery to the Agent of a certified copy of a shareholder's resolution amending its articles of organization, in form and substance satisfactory to the Agent.
Sample 1
Proper Proceedings; Charter Documents. Each Obligor party to a Guaranty Agreement or Pledge Agreement delivered pursuant to Section 8.10 shall have taken all corporate or company proceedings necessary to authorize such Guaranty Agreement or Pledge Agreement. Each of such Obligors shall have delivered to the Agent certificates, dated the date of the Guaranty Agreements or Pledge Agreement and signed by their respective Secretaries, Directors or other responsible officers, satisfactory to the Agent, respecting such proceedings and the incumbency of the officers executing the Guaranty Agreements or Pledge Agreement, including resolutions of the shareholders of such Obligors authorizing the Loan Documents to which they are a party and the transactions contemplated thereby and certified excerpts from the commercial register reflecting the incumbency of the officer executing any of such Loan Documents on behalf of such Persons dated not earlier than three Business Days prior to the delivery of such Loan Documents, as applicable. Each of such Obligors shall have delivered to the Agent copies of its articles of organization or association or other charter documents, including all amendments thereto, certified by the appropriate officer, and copies of its bylaws or similar constitutional documents, including all amendments thereto, certified by the appropriate officer.
Sample 1
Proper Proceedings; Charter Documents. Each Borrower shall have taken all corporate proceedings necessary to authorize the Loan Documents and the transactions contemplated hereby. Each Borrower shall have delivered to the Agent certificates, dated the Closing Date and signed by their respective Secretaries, satisfactory to the Agent, respecting such proceedings and the incumbency of the officers executing the Loan Documents. Each Borrower shall have delivered to the Agent copies of its charter documents, including all amendments thereto, certified by the appropriate officer, and copies of its bylaws, including all amendments thereto, certified by the appropriate officer.
Sample 1
Proper Proceedings; Charter Documents. Each Obligor party to a Pledge Agreement delivered pursuant to Section 6.11(a) shall have taken all corporate proceedings necessary to authorize the Pledge Agreements. Each of such Obligors shall have delivered to the Agent certificates, dated the Availability Date and signed by their respective Secretaries, satisfactory to the Agent, respecting such proceedings and the incumbency of the officers executing the Pledge Agreements. Each of such Obligors shall have delivered to the Agent copies of its charter documents, including all amendments thereto, certified by the appropriate officer, and copies of its bylaws or similar documents, including all amendments thereto, certified by the appropriate officer.
Sample 1
Proper Proceedings; Charter Documents. Borrower shall have taken all corporate proceedings necessary to authorize the Loan Documents and the transactions contemplated hereby and shall have delivered to the Bank a certificate, dated the Closing Date and signed by its Secretary, satisfactory to the Bank, respecting such proceedings and the incumbency of the officers executing the Loan Documents. Borrower shall have delivered to the Bank copies of its charter documents, including all amendments thereto, certified by the appropriate officer, and copies of its bylaws, including all amendments thereto, certified by the appropriate officer.
Sample 1
Proper Proceedings; Charter Documents. The Borrower shall have taken all corporate or company proceedings necessary to authorize the Loan Documents and the transactions contemplated hereby. The Borrower shall have delivered to the Agent certificates, dated the Closing Date and signed by its Secretary, Managing Director, Director or other responsible officer, satisfactory to the Agent, respecting such proceedings and the incumbency of the officers executing the Loan Documents. The Borrower shall have delivered to the Agent copies of its memorandum and articles of organization or association or other charter documents, including all amendments thereto, certified by the appropriate officer, and copies of its bylaws or other constitutional documents, including all amendments thereto, certified by the appropriate officer. The Agent shall have received satisfactory results to all company and other final searches in relation to the Borrower as the Agent may reasonably request.
Sample 1
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Proper Proceedings; Charter Documents. Borrower and each Guarantor shall have taken all corporate proceedings necessary to authorize the Loan Documents and the transactions contemplated hereby. Borrower and Guarantors shall have delivered to the Bank certificates, dated the Closing Date and signed by their respective Secretaries, satisfactory to the Bank, respecting such proceedings and the incumbency of the officers executing the Loan Documents. Borrower shall have and each Guarantor shall have delivered to the Bank copies of its charter documents, including all amendments thereto, certified by the appropriate officer, and copies of its bylaws, including all amendments thereto, certified by the appropriate officer.
Sample 1
Proper Proceedings; Charter Documents. Borrower and each Guarantor shall have taken all corporate proceedings necessary to authorize the Loan Documents and the transactions contemplated hereby. Borrower and Guarantors shall have delivered to the Bank certificates, dated the date hereof and signed by their respective Secretaries, satisfactory to the Bank, respecting such proceedings and the incumbency of the officers executing the Loan Documents. Borrower shall have and each Guarantor shall have delivered to the Bank copies of any amendment to its charter documents or bylaws adopted or made after September 1, 1999, certified by the appropriate officer.
Sample 1

Related to Proper Proceedings; Charter Documents

  • Certified Copies of Charter Documents Each of the Lenders shall have received from the Borrower and each of its Subsidiaries a copy, certified by a duly authorized officer of such Person to be true and complete on the Closing Date, of each of (a) its charter or other incorporation documents as in effect on such date of certification, and (b) its by-laws as in effect on such date.

  • Charter Documents Copies of the articles or certificates of incorporation or other charter documents of each Credit Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation and certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date.

  • Corporate Documents; Proceedings; etc (a) On the Closing Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Closing Date, signed by a Responsible Officer of such Credit Party, and attested to by the Secretary or any Assistant Secretary of such Credit Party, in the form of Exhibit E with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent.

  • Corporate Documents; Proceedings (a) On the Initial Borrowing Date, the Administrative Agent shall have received from each Credit Party a certificate, dated the Initial Borrowing Date, signed by an Authorized Officer of such Credit Party, and attested to by the secretary or any assistant secretary of such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such Credit Party and the resolutions of such Credit Party referred to in such certificate and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably satisfactory to the Administrative Agent.

  • Amendments to Charter Documents The Company covenants and agrees, that prior to its initial Business Combination it will not seek to amend or modify its Charter Documents, except as set forth therein. The Company acknowledges that the purchasers of the Public Securities in the Offering shall be deemed to be third party beneficiaries of this Agreement and specifically this Section 3.22.

  • Proper Proceedings This Agreement, each other Credit Document and the transactions contemplated hereby and thereby shall have been authorized by all necessary corporate or other proceedings. All necessary consents, approvals and authorizations of any governmental or administrative agency or any other Person of any of the transactions contemplated hereby or by any other Credit Document shall have been obtained and shall be in full force and effect.

  • Modifications of Organizational Documents The Parent and the Borrower shall not, and shall not permit any Loan Party or other Subsidiary to, amend, supplement, restate or otherwise modify its articles or certificate of incorporation, by-laws, operating agreement, declaration of trust, partnership agreement or other applicable organizational document if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.

  • Compliance with Law and Charter Documents The Company is not in violation or default of any provisions of the Certificate of Incorporation or the Bylaws. The Company has complied and is currently in compliance with all applicable statutes, laws, rules, regulations and orders of the United States of America and all states thereof, foreign countries and other governmental bodies and agencies having jurisdiction over the Company's business or properties, except for any instance of non-compliance that has not had, and would not reasonably be expected to have, a Material Adverse Effect.

  • Charter Documents and Corporate Records 16 SECTION 3.6

  • Amendments of Organizational Documents Amend any of its Organizational Documents in any manner that may be adverse to the Administrative Agent or the Lenders or otherwise result in a Material Adverse Effect.

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