Examples of Seller Board of Directors in a sentence
On or prior to the date hereof, the Seller Board of Directors has (i) determined that it is in the best interests of Seller and its stockholders (the “Seller Stockholders”) and declared it advisable, to enter into this Agreement, and (ii) approved the execution and delivery by Seller of this Agreement, the performance by Seller of its covenants and agreements contained herein and the consummation of the Transactions upon the terms and subject to the conditions contained herein.
The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements and the consummation by it of the Transactions have been duly authorized by the Seller Board of Directors, and, subject to stockholder approval, no other corporate action on the part of Seller is necessary to authorize the execution and delivery by Seller of this Agreement, the Ancillary Agreements or the consummation by it of the Transactions.
None of the foregoing actions by the Seller Board of Directors have been rescinded or modified in any way.
The minute books of Seller contain accurate and complete records of all meetings of, and corporate action taken by, the stockholders of Seller, the Seller Board of Directors and all committees of the Seller Board of Directors, and no meeting of any of such stockholders, the Seller Board of Directors or such committees has been held for which minutes have not been prepared and are not contained in such minute books.
The Collateral Agent shall have received copies of the organizational documents of the Company and the Seller, Board of Directors resolutions or similar authorizing resolutions of the Company and the Seller in respect of the Program Documents and the Mortgage Loan Purchase and Servicing Agreement, as applicable, and incumbency certificates of the Company and the Seller, all certified by appropriate authorities.
Seller' Board of Directors or comparable corporate body, if applicable, shall have approved of the transactions contemplated by this Agreement.
Seller Board of Directors shall take all actions sufficient to render inapplicable to the execution, delivery and performance of this Agreement and the Support Agreements and the transactions contemplated hereby and thereby, the provisions of Section 203 of Delaware Law applicable to a “business combination” (as defined in such Section 203 of Delaware Law).
The Support Agreements have been duly and validly approved by Seller Board of Directors.
The Seller Board of Directors has received the written opinion of Headwaters, dated on or prior to the date of this Agreement, to the effect that, as of such date, the Aggregate Consideration is fair to Seller from a financial point of view.
The Collateral Agent shall have received copies of the organizational documents of the Issuer and the Seller, Board of Directors resolutions or similar authorizing resolutions of the Issuer and the Seller in respect of the Program Documents, as applicable, and incumbency certificates of the Issuer and the Seller, all certified by appropriate authorities.