RESOLVED FURTHER. That this corporation hereby ratifies and confirms the acts of the officer, agents or employees of this corporation in heretofore entering into any Equipment Lease Agreement, Equipment Financing Agreement, commitment or other agreement with Lessor/Secured Party together with any other acts performed in relation thereto. RESOLVED FURTHER: That the Secretary of this corporation be and he/she is hereby authorized and directed to execute, acknowledge and deliver a certified copy of these resolutions to Lessor/Secured Party and any other person or agency which may require a copy of these resolutions. RESOLVED FURTHER: That the following are the true names and specimen signatures of the incumbent officers of this corporation authorized by these resolutions to so execute, acknowledge and deliver said Equipment Lease Agreement, Equipment Financing Agreement or other agreement, said commitments and said further agreements. (Type names below) (Title) (For Signature) Xxxxxx Xxxx President /s/ Xxxxxx X. Xxxx Xxxxx Xxxxxx Secretary /s/ Xxxxx X. Xxxxxx Xx.
RESOLVED FURTHER that the Authorized Officers of the Company be, and each of them hereby is, authorized to sign, execute, certify to, verify, acknowledge, deliver, accept, file and record any and all such additional agreements, instruments, certificates, documents, reports, and schedules (including, but not limited to, any increases, renewals, extensions, amendments, modifications, restatements or waivers of any of the foregoing or of any of the Loan Agreement, Warrants or Transaction Documents), and to take, or cause to be taken, any and all such action, in the name and on behalf of the Company, which shall be required to consummate any of the foregoing resolutions (including but not limited to opening bank accounts with Comerica and/or the consummation of the Contemplated Transactions or any increase, renewal, extension, amendment, modification, restatement or waiver thereof) or which any Authorized Officer shall, in such Authorized Officer’s sole discretion, deem necessary or appropriate and in the best interest of the Company in order to effect the purposes of the foregoing resolutions, and such Authorized Officer’s signature, or such actions taken by such Authorized Officer, shall be conclusive evidence that such Authorized Officer did deem same to be necessary or appropriate and in the best interest of the Company in order to effect such purposes; provided that attestation of any agreement or document by the Secretary or an Assistant Secretary of the Company shall not be required for the validity thereof, except to the extent expressly required by applicable law. RESOLVED FURTHER: that all actions heretofore taken by the Authorized Officers and directors of the Company with respect to the foregoing transactions and all other matters contemplated by the foregoing resolutions are hereby approved, adopted, ratified and confirmed. RESOLVED FURTHER: that the foregoing resolutions may be relied upon by any Lender until receipt and written acknowledgment thereby of written notice of their amendment or rescission and that any such receipt and acknowledgment shall not affect any action taken by any Lender in reliance on the foregoing resolutions prior thereto.
RESOLVED FURTHER. That the authorized officers be, and they hereby are, individually authorized, directed and empowered, in the name of this corporation, to do or cause to be done all such further acts and things as they shall deem necessary, advisable, convenient, or proper in connection with the execution and delivery of any such lease and in connection with or incidental to the carrying of the same into effect, including, without limitation the execution, acknowledgment, and delivery of any and all instruments and documents which may reasonably be required by Lessor under or in connection with any such lease.
RESOLVED FURTHER. That the proper officers of the Corporation be, and each of them hereby is, authorized and directed, jointly and severally, for and on behalf of the Corporation, to execute and deliver all certificates, agreements and other documents, take all steps and do all things which they may deem necessary or advisable in order to effectuate the purposes of the foregoing resolutions.
RESOLVED FURTHER. That the Board, having considered all information material to the valuation of the Company’s Common Stock, including, but not limited to, the Valuation Factors, hereby determines in good faith that (i) no events affecting the Company have occurred between the Valuation Date and the date hereof that would materially affect the fair market value of the Company’s Common Stock, and (ii) the fair market value of the Company’s Common Stock remains $__________ per share as of the date hereof.]
RESOLVED FURTHER. That this corporation hereby ratifies and confirms the acts of the officers, agents or employees of this corporation in heretofore entering into any Equipment Lease Agreement, Equipment Financing Agreement, commitment or other agreement with Lessor/Secured Party together with any other acts performed in relation thereto. RESOLVED FURTHER: That the Secretary of this corporation be and he/she is hereby authorized and directed to execute, acknowledge and deliver a certified copy of these resolutions to Lessor/Secured Party and any other person or agency which may require a copy of these resolutions. RESOLVED FURTHER: That the following are the true names and specimen signatures of the incumbent officers of this corporation authorized by these resolutions to so execute, acknowledge and deliver said Equipment Lease Agreement, Equipment Financing Agreement or other agreement, said commitments and said further agreements. 10 FROM: VIASAT, INC. 2290 Xxxxxx Xxxxx Xxxxxxxx, XX 00000 XX: Mr. Xxxx Xxxxx E. J. XXXXXX & XOMPANY 2250 Xxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Phone: (619) 000-0000 Fax: (619) 000-0000 Xxar Mr. Xxxxx: Xe have entered into an equipment financing agreement arranged by HERITAGE LEASING CAPITAL, for the equipment shown below or on the attached schedule. EQUIPMENT LOCATION: Same as above EQUIPMENT DESCRIPTION: Computer and Laboratory Equipment Please provide Heritage with an insurance certificate with the following endorsements: LENDXX'X XOSS PAYABLE: BANK OF THE WEST EFA #: 16439 EQUIPMENT COST: $400,000.00 Please FAX A COPY of the Certificate of Insurance to Heritage Leasing at 619/277-0302, and forward the original to: BANK OF THE WEST 1450 XXXXX XXXXXXXXX XXXXXX XXXXX, XX 00000 Very truly yours, VIASAT, INC. By: /s/ Gregxxx Xxxxxxx -------------------------------------- Gregxxx Xxxxxxx Vice President of Administration This FINANCING STATEMENT is presented for filing and will remain effective with certain exceptions for a period of five years from the date of filing pursuant to section 9403 of the California Uniform Commercial Code. 16439 --------------------------------------------------------------------------------
RESOLVED FURTHER. That, in order to fully carry out the intent and effectuate the purposes of the foregoing resolutions, the Authorized Officers be, and each of them hereby is, individually authorized in the name and on behalf of the Company from time to time to take all such additional actions and to execute and deliver such additional certificates, instruments, notices, financing statements, or other documents, as any Authorized Officer, may deem necessary, advisable or proper in order to carry out and perform the obligations of the Company under the Mezzanine Credit Documents, in the forms executed on behalf of the Company pursuant to these resolutions, or under any other instrument or document executed pursuant to or in connection with such agreement and from time to time to amend or modify any of the Mezzanine Credit Documents in such manner and form, as any Authorized Officer shall approve, such Authorized Officer’s approval to be conclusively evidenced by the performance of any such action or the execution and delivery of any such certificate, instrument, notice or document.
RESOLVED FURTHER. That any and all actions taken by the Authorized Officers to carry out the purposes and intent of the foregoing resolutions prior to their adoption are approved, ratified and confirmed.
RESOLVED FURTHER. That the forms of stock option agreement, restricted stock purchase agreement and restricted stock agreement, in substantially the forms attached hereto as Exhibit E, Exhibit F, and Exhibit G, respectively, are hereby approved for purposes of documenting awards granted under the Plan, with such modifications or amendments to each form, or any individual agreement, as may be approved by the officers of the Company, or any of them individually, provided that any such changes do not individually, or in the aggregate, have a material financial, legal, tax or accounting impact on the Company or any of its affiliates.
RESOLVED FURTHER. That the officers of this Company and any designee of such officers (collectively, the “Authorized Officers”), be, and each of them hereby is, individually authorized and empowered to execute and deliver, in the name and on behalf of the Company, the Loan Agreement and all other documents and agreements required to be executed pursuant to the terms of the Loan Agreement (together with the Loan Agreement and the Equity Rights Letter, such documents and agreements shall be referred to herein as the “Credit Documents”), including, without limitation, any promissory notes, security agreements, pledge agreements, guaranties, account control agreements, applications for letters of credit and other collateral security documents, and all such other documents which are deemed to be necessary and advisable in order to carry out the terms and the conditions of the Credit Documents, and that the terms and conditions of the Credit Documents are hereby approved, with such changes as may be approved by any Authorized Officer, such approval to be conclusively evidenced by the execution and delivery of any Credit Documents by any such Authorized Officer.
