SELLER ACTION. All corporate actions and proceedings necessary to be taken by or on the part of Seller in connection with the transactions contemplated by this Agreement and necessary to make the Agreement effective have been duly and validly taken. This Agreement has been duly and validly authorized, executed, and delivered by Seller and constitutes the valid and binding agreement of Seller, enforceable in accordance with and subject to its respective terms, except as enforceability may be limited by laws affecting the enforcement of creditor rights or equitable principles generally. At the Closing, Seller will provide Buyer with certified resolutions executed by Seller's stockholders and board of directors authorizing the execution, delivery, and performance of this Agreement.
SELLER ACTION. 11 2.15. Station Assets...............................................11 2.16. Leases.......................................................11 2.17. Insolvency...................................................11 2.18. Approvals....................................................11 2.19. Cable Carriage...............................................12 2.20. Bulk Sales Law...............................................12 2.21. No Material Omission.........................................12
SELLER ACTION. SECTION 3.03.
SELLER ACTION. Seller's board of directors, at a meeting duly called and held, has by the unanimous vote of all directors of Seller (i) determined that this Agreement and the transactions contemplated hereby, are fair to Seller and in the best interests of Seller and its stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, in accordance with the requirements of the Delaware General Corporation Law Act ("DGCL"), (iii) declared that this Agreement is advisable, and (iv) resolved to recommend that stockholders of Seller approve and adopt this Agreement (all of the foregoing clauses (i) through (iv) shall collectively constitute the "SELLER BOARD RECOMMENDATION").
SELLER ACTION. All action required by Seller to authorize and approve the transactions contemplated hereby shall have been taken, including approval by the shareholders of the Seller if necessary.
SELLER ACTION. All action required by Seller to authorize and approve the transactions contemplated hereby shall have been taken. ARTICLE VI
SELLER ACTION. If Buyer does not comply with its obligations, Seller shall be entitled, but not obliged, to take the action to which Buyer is obliged in its stead and at its expense.
SELLER ACTION. 24 Section 3.12
SELLER ACTION. The holders of Seller's member interests ------------- (the "Holders") have taken all necessary steps to render any takeover law ------- referred to in Section 3.10 inapplicable to the transactions contemplated by this Purchase Agreement, any of the Transaction Agreements, or the Stock Purchase Agreement. The transactions contemplated by this Purchase Agreement, the Transaction Agreements, and the Stock Purchase Agreement have been approved in accordance with Sections 2.2 and 2.3 of the Seller LLC Agreement.
SELLER ACTION. The Board of Directors of the Seller, at a meeting duly called and held, has by the unanimous vote of all directors present (i) determined that the transactions contemplated by this Agreement are fair and in the best interests of the Seller and its shareholders, (ii) approved the transactions contemplated by this Agreement and adopted this Agreement in accordance with the provisions of the Business Corporations Act (Ontario), and (iii) directed that this Agreement be submitted to the shareholders of the Seller for their adoption and approval and resolved to recommend that such shareholders vote in favor of the adoption of this Agreement.
