RESOLUTIONS OF THE BOARD OF DIRECTORS Sample Clauses

RESOLUTIONS OF THE BOARD OF DIRECTORS. The PARTIES shall be bound to direct the members of the Board of Directors of COMPANY, the SUBSIDIARIES and ASSOCIATED COMPANIES elected thereby (sub-clause 8.2.1) to vote in the meetings of the Board of Directors, as resolved in the PREVIOUS MEETINGS and the provisions herein.

RESOLUTIONS OF THE BOARD OF DIRECTORS. The ------------------------------------- Seller shall have furnished the Buyer at the Closing with certified copies of resolutions duly adopted by the Board of Directors of the Seller, or a committee thereof, which resolutions shall authorize the execution, delivery and performance of this Agreement by the Seller.

RESOLUTIONS OF THE BOARD OF DIRECTORS. The undersigned, constituting all of the members of the Board of Directors of Diversified Product Inspections, Inc. , a Florida corporation (the “ Corporation ”), hereby consent, in writing, to the actions embodied in the following resolutions, without a meeting: RESOLVED , that XXX XXXXXXXX is appointed to the Board of Directors of the Corporation; and be it further RESOLVED, that, Section 3.01 of the Corporation’s Bylaws is amended to change to permissible number of Directors from a minimum of 3 and a maximum of 9 to a minimum of 1 and a maximum of 5 (the “ Bylaw Amendment ”); and be it further RESOLVED , that any Officer of the Corporation be, and each of them hereby is, authorized, empowered and directed to file the Bylaw Amendment with the records of the Corporation; and be it further RESOLVED , that the resignations of XXXX XXX XXXX, XXX XXXXXXX, XXXXXX XXXXX, XXXXXXX XXXXXXXXX and XXXXXX XXXXXXX as Officers of the Corporation are hereby accepted; and be it further RESOLVED , that XXX XXXXXXXX, is appointed the sole Officer of the Corporation; and be it further RESOLVED , that the resignations of XXXX XXX XXXX, XXX XXXXXXX, XXXXXX XXXXX, XXXXXXX XXXXXXXXX and XXXXXX XXXXXXX as Directors of the Corporation are hereby accepted. Dated: _____________________ __, 2008 Xxxx Xxx Xxxx Xxx Xxxxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxxx This General Release of Seller (this “ Release ”) is being executed and delivered in accordance with Section 2(h) of the Settlement Agreement and Asset Purchase Agreement dated as of September ________, 2008 (the “ Asset Purchase Agreement ”) by and among Diversified Product Inspections, LLC, a Tennessee limited liability company (the “Buyer”), Diversified Product Inspections, Inc., a Florida corporation (the “Seller”), Xxxx Xxx Xxxx, Xxx Xxxxxxx, and Xxxxxx Xxxxx (collectively, the “Management”) and Sofcon, Limited, a Belize corporation, EIG Venture Capital, Limited, a Belize corporation, and EIG Capital Investments, Limited, a Belize corporation (collectively, the “Plaintiffs”). Capitalized terms used in this Release without definition have the respective meanings ascribed to them in the Asset Purchase Agreement. The Seller acknowledges that execution and delivery of this Release is a condition to the Plaintiffs’ obligation to enter into the Asset Purchase Agreement and to consummate the transactions contemplated by the Asset Purchase Agreement, and that the Plaintiffs are relying on this Release in consummating such ...

RESOLUTIONS OF THE BOARD OF DIRECTORS. RESOLVED, that this Company be, and hereby is, authorized to borrow and receive up to an aggregate amount of $275,000,000 under a revolving credit facility, including a $10,000,000 letter of credit subfacility (the "LOANS"), as set forth in the Third Amended and Restated Credit Agreement between Company, the Chase Manhattan Bank, as administrative agent for the Banks ("AGENT"), and other lenders signatory thereto (the "BANKS"); and be it further RESOLVED, that any officer of this Company is hereby authorized and empowered to agree upon with the Agent and the Banks the terms and provisions of and execute and deliver for and on behalf of this Company the Third Amended and Restated Credit Agreement, promissory notes, certificates, borrowing, conversion or continuation notices in connection with the Loans; and be it further RESOLVED, that this Company grant to the Agent and the Banks a lien upon and/or a security interest in such assets of this Company as may be agreed upon between any of said officers and the Agent and Banks as security for this Company's indebtedness, obligations and liabilities to the Banks under the Third Amended and Restated Credit Agreement and the other agreements executed in connection therewith; and that any of said officers are authorized to execute and deliver for and on behalf of this Company, mortgages, deeds of trust, assignments, security or pledge agreements, financing statements and such other instruments as may be required by the Banks in connection with such lien and/or security interest and containing such terms and conditions as may be acceptable or agreeable to any of said officers, including, without limitation, a waiver of appraisement, pact de non alienando, confession of judgment and the usual Louisiana security clauses; such acceptance and agreement to be conclusively evidenced by any of said officer's execution; and be it further RESOLVED, that any of said officers are authorized and empowered to do or cause to be done all such acts or things and to sign and deliver, or cause to be signed and delivered, all such amendments, supplements, extensions and other documents, instruments or certificates (including without limitation any and all amendments, supplements, extensions and other documents, notices and certificates required or permitted to be given or made to the Agent and the Banks under the terms of any of the instruments executed on behalf of this Company in connection with the Third Amended and Restated Credit...

RESOLUTIONS OF THE BOARD OF DIRECTORS. Meetings of the Board of Directors are convened by the Chairman, and shall address all matters set forth in the agenda of the meeting by the Chairman or by a simple majority of the Board of Directors. However, at least one third of the Board members may request the Chairman to call the Board meeting for a specific agenda if the Board has not met for more than two months. Where applicable, the Chief Executive Officer may also request the Chairman to call the Board meeting for a specific agenda. The Chairman must comply with the requests referred to in paragraphs 2 and 3 of this article and call the Board meeting. Meetings may be convened in any manner, including orally. The Board of Directors may not validly deliberate unless at least half of its members are present. Decisions are taken upon a majority vote of the members present or represented. In case of deadlock, the Chairman’s vote will be decisive. A director may grant another director a power of attorney in writing to represent him at a Board meeting. Each Director receives only one proxy card per meeting and consequently is only entitled to one vote for himself and one for the Director being represented. Directors attending the Board meeting by means of videoconferencing are deemed present for calculation of the quorum and majority. The nature and terms of application of videoconferencing are defined by the current regulations and subject to the provisions of said regulations. The Directors, and any person called to attend meetings of the Board of Directors, are obliged to maintain confidentiality with respect to privileged information indicated as such by the chairman. Minutes of meetings will be prepared and copies or excerpts of the proceedings will be certified in accordance with law.

RESOLUTIONS OF THE BOARD OF DIRECTORS. The Sellers will have received from the Buyer certified copies of the resolutions of the Board of Directors of the Buyer approving this Agreement and authorizing the consummation of the transactions contemplated hereby (the "Buyer's Board Resolutions").

RESOLUTIONS OF THE BOARD OF DIRECTORS. The Buyer will have received from the Limited Partnership, the Trust, Greenwood and & Co certified copies of the resolutions of (a) of all the general partners of the Limited Partnership approving this Agreement and authorizing the consummation of the transactions contemplated hereby (the "Limited Partnership Resolutions"), (b)the Board of Directors of the Trust approving this Agreement and authorizing the consummation of the transactions contemplated hereby (the "Trust Resolutions"), (c) the Board of Directors of Greenwood approving this Agreement and authorizing the consummation of the transactions contemplated hereby (the "Greenwood Board Resolutions"), and (d) the Board of Directors of Edco approving this Agreement and authorizing the consummation of the transactions contemplated hereby (the "Edco Board Resolutions").

RESOLUTIONS OF THE BOARD OF DIRECTORS. Resolutions of the Board of Directors shall be adopted by a majority of the directors attending the meeting, with a majority of all directors being present.

RESOLUTIONS OF THE BOARD OF DIRECTORS. (1) Each director shall have one (1) vote. (2) The adoption of resolutions concerning the following matters shall require the unanimous assent, at a duly convened meeting of the Board of Directors, of all the directors : (a) amendments to the Articles of Association; (b) increase or reduction of the registered capital of the Joint Venture Company; (c) suspension or dissolution of the Joint Venture Company; or (d) merger or division of the Joint Venture Company. (3) The adoption of all other resolutions shall require the assent of two-thirds (2/3) of the directors. (4) If the Board of Directors determines on the basis of a resolution adopted pursuant to Articles 11.4(2) (with respect to an increase in registered capital) or 11.4(3) (with respect to an external borrowing) that the Joint Venture Company requires additional funds and recommends that the Joint Venture Company raise such funds from either an increase in registered capital or an external borrowing, and a Party (the “Non-participating Party”) is unable or unwilling to participate in any such funding arrangement, then: (a) in the case of an increase in registered capital, the Party that is able and willing to participate in the funding arrangement shall be entitled to make any such increase unilaterally and the Parties’ respective shares of the registered capital of the Joint Venture Company shall be adjusted accordingly. (b) in the case of external borrowing, if a Party is unable to provide a guarantee on behalf of the Joint Venture Company in respect of such borrowing, then the other Party shall have the option to guarantee the entire amount of such borrowing. (c) Each Party hereby consents to any increase of registered capital and adjustment of the Parties’ respective shares of registered capital that meet the requirements of this Article 11.4(4) and further agrees to cause its appointees on the Board of Directors to consent to the same. Each Party agrees to promptly take all actions and to sign all documents, and to cause its appointees on the Board of Directors promptly to take all actions and sign all documents, that are legally required to effect the increase of registered capital and adjustment of shares. The increase of registered capital and adjustment of shares shall be submitted to the Examination and Approval Authority for approval and, following receipt of such approval, the Joint Venture Company shall carry out procedures for the amendment of registration with the Registration Author...

RESOLUTIONS OF THE BOARD OF DIRECTORS. (a) Subject to Clause 4.3(e), resolutions of a meeting of the Board of Directors shall be passed if approved by an affirmative vote of more than 50% of the Director(s) present and/or represented at such meeting. (b) Each member of the Board of Directors shall be entitled to cast one (1) vote (save for in the event that a Director acts as an alternate to another one or more Directors, in which case such Director shall be entitled to cast such additional number of votes equal to the number of alternate directorships held by such Director). (c) A resolution in writing signed by all the Directors entitled to receive notice of a meeting of Directors shall be as valid and effective for all purposes as a resolution of Directors duly passed at a meeting of the Board of Directors duly convened, held and constituted provided that when a Director has signed a resolution by email, the original of the signed copy shall be delivered or sent pursuant to Clause 16.6 to the Company by such Director as soon as possible thereafter. Any such resolution may consist of several documents, provided that each such document is signed by one or more Directors. (d) A Director who is in any way, whether directly or indirectly, interested in a transaction, arrangement or contract or proposed transaction, arrangement or contract with any Group Company shall declare the nature of his interest. A Director shall be entitled to vote as a Director in the meeting of the Board of Directors in respect of any such transaction, arrangement or contract in which he is interested or upon any matter arising thereto, and if he shall so vote his vote shall be counted, and he shall be taken into account in determining the quorum for the meeting at which any such transaction, arrangement or contract is to be considered. (e) The Parties shall procure that no action be taken by any member of the Group and that no resolution be passed by the Board of Directors in respect of or in relation to any of the following matters without the affirmative vote of at least one (1) Xxxx Director (where appointed) and one (1) Xxxxxxxxxxx Director (where appointed) present and/or represented at such meeting:- (i) business: changing the Business (or any part thereof); consolidating or merging the Business with any other business(es); or divesting any part of the business or assets comprised in the Business; (ii) provision of loans: any member of the Group providing loans to any Person (excluding those to another member of t...