Board and Shareholders Resolutions Sample Clauses

Board and Shareholders Resolutions the original resolution of the directors and the shareholders of each Security Party (other than a resolution of the shareholders in respect of the Corporate Guarantor) (together, where appropriate, with signed waivers of notice of any directors’ or shareholders’ meetings) approving, and authorising or ratifying the execution of, this Second Supplemental Agreement and any document to be executed by that Security Party pursuant to this Second Supplemental Agreement;
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Board and Shareholders Resolutions. On or before the Completion Date, the Vendors shall procure the passing of the following board and shareholders’ resolutions (as specified below) of the Company in terms approved by the Purchaser:
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Board and Shareholders Resolutions. 7.7.1. Subject to any applicable law, and to the Amended Articles, as applicable, all resolutions and actions of the Board of Directors and of the shareholders of the Company shall be taken by a majority vote. Notwithstanding the aforesaid, until the consummation of an IPO of the Company, the Company shall not take any of the following resolutions or actions except if the directors designated by the holders of the Preferred B Shares, and the holders of the Preferred B Shares, consented in writing to such resolution or action prior thereto: (i) the effecting of the IPO of the Company; (ii) adopt any amendment of the Memorandum, or Amended Articles (iii) adopt any action which would have the effect of amending the specific rights, preferences or privileges of the Preferred B Shares; (iv) authorize or issue any equity securities of any class or other securities convertible into shares of the Company, nor enter into any contract or grant any option for the issue of any such securities; (v) merge with or consolidate into any corporation, firm or entity, or sell or otherwise dispose of all or substantially all of its assets, tangible or intangible; (vi) enter into voluntary liquidation or effect the winding up of the Company; (vii) incur debt, that was not included in the respective Annual Plan or yearly budget, which exceeds the amount of US$10,000; (viii) enter into any transactions with any officer, director, shareholder or other Interested Party (as such term is defined in the Israeli Securities Law - 1968, or any member of the family or affiliate of such Interested Party, person controlled by it, person under common control or person it) or any other party related, directly or indirectly, to any of them; (ix) increase the number of Directors above eight (8) or change the manner of their designation to the Board of Directors; (x) declare or pay any dividend or other distribution of cash, shares, or other assets to the Company's shareholders in their capacity as such; (xi) effect a fundamental change in the Company's business; (xii) approve the Company's yearly budget and plan; (xiii) approve and fix signatory rights on behalf of the Company; and (xiv) the appointment and compensation of the Company's General Manager(s), Chief Executive Officer, Chief Operating Officer, Chief Technical Officer and Chief Financial Officer.
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Board and Shareholders Resolutions. Administrative Agent, Collateral Agent and Vendors shall have received resolutions of Purchaser's and each Guarantor's Board of Directors and Shareholders approving and authorizing the execution, delivery and performance of the Credit Documents to which it is a party and the transactions contemplated thereby, in form and substance reasonably satisfactory to Administrative Agent, Collateral Agent and Vendors and their respective counsel, such resolutions certified as of the initial Funding Date (unless a Guarantor other than Parent executes the Guaranty at a later date) by Purchaser's and each Guarantor's Secretary or an Assistant Secretary, as applicable, as being in full force and effect without modification or amendment.
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Board and Shareholders Resolutions. 7.7.1. Subject to any applicable law, and to the Amended Articles, as applicable, all resolutions and actions of the Board of Directors and of the shareholders of the Company shall be taken by a majority vote. Notwithstanding the aforesaid, until the consummation of an IPO of the Company, and as long as there are at least 2 directors which were nominated by the holders of the Preferred B Shares, the Company shall not take any of the following resolutions or actions except if the directors designated by the holders of the Preferred B Shares, or in case of a general meeting the majority holders of the Preferred B Shares, consented in writing to such resolution or action prior thereto: (i) the effecting of the IPO of the Company; (ii) adopt any amendment of the Memorandum, or Amended Articles (iii) adopt any action which would have the effect of amending the specific rights, preferences or privileges of the Preferred B Shares; (iv) only after an Additional Closing - authorize or issue any equity securities of any class or other securities convertible into shares of the Company, nor enter into any contract or grant any option for the issue of any such securities; (v) merge with or consolidate into any corporation, firm or entity, or sell or otherwise dispose of all or substantially all of its assets, tangible or intangible; (vi) enter into voluntary liquidation or effect the winding up of the Company; (vii) incur debt, that was not included in the respective Annual Plan or yearly budget, which exceeds the amount of US$20,000; (viii) enter into any transactions with any officer, director, shareholder or other Interested Party (as such term is defined in the Israeli Securities Law - 1968, or any member of the family or affiliate of such Interested Party, person controlled by it, person under common control or person it) or any other party related, directly or indirectly, to any of them; (ix) increase the number of Directors above eight (8) (or 7, as the case may be under the terms of Section 7.6.1) or change the manner of their designation to the Board of Directors; (x) declare or pay any dividend or other distribution of cash, shares, or other assets to the Company's shareholders in their capacity as such; (xi) effect a fundamental change in the Company's business; (xii) approve the Company's yearly budget and plan; (xiii) approve and fix signatory rights on behalf of the Company; and (xiv) the appointment and compensation of the Company's Chief Executive Offic...
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Board and Shareholders Resolutions. A copy, certified by a director or the secretary of each Security Party as true, complete and accurate and neither amended nor revoked, of a resolution of the directors and a resolution of the shareholders of each Security Party (other than a resolution of the shareholders in respect of the Corporate Guarantor) (together, where appropriate, with signed waivers of notice of any directors’ or shareholders’ meetings) approving, and authorising or ratifying the execution of, this Second Supplemental Agreement by the Borrower and any document to be executed by the Security Party in question pursuant to this Second Supplemental Agreement.
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Board and Shareholders Resolutions. Promptly after the date hereof, each Party shall and shall cause the directors appointed by it to the Board to adopt the relevant resolutions approving each of the following:
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Related to Board and Shareholders Resolutions

  • Board and Shareholder Approval The Board of Directors and shareholders of the Company shall have approved the transactions contemplated herein.

  • By Shareholders Subject to the terms and conditions of this Article 0, each Shareholder, jointly and severally, hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled and controlling persons (hereinafter “Buyer’s Affiliates”) and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer’s Affiliates or the Company, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of any Shareholder or Company contained in or made pursuant to this Agreement (regardless of whether such breach is deemed “material” for purpose of Section 0), or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement. Regardless of the foregoing, however, breaches of representations and warranties contained in Section 0 hereof shall be subject only to several indemnification by the respective Shareholders who shall have made and breached such representations and warranties. As used in this Article 0, the term “Claim” shall include (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or not ultimately determined to be valid.

  • Shareholders' Agent (a) At the Closing, Fortis Advisors LLC shall be constituted and appointed as the Shareholders’ Agent by virtue of the Company Shareholders’ execution of this Agreement or a Joinder Agreement and without any further action of any of the Company Shareholders or the Company. The Shareholders’ Agent shall be the representative, exclusive agent and attorney-in-fact for all purposes in connection with this Agreement, the Escrow Agreement, the Paying Agent Agreement, the Shareholders’ Agent Engagement Agreement and any agreements ancillary hereto and thereto for and on behalf of the Indemnifying Parties including without limitation to: (i) execute, as the Shareholders’ Agent, this Agreement, the Escrow Agreement, the Paying Agent Agreement and any agreement or instrument entered into or delivered in connection with the Transactions, (ii) give and receive notices, instructions and communications permitted or required under this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Indemnifying Party, to or from Acquirer (on behalf of itself or any other Indemnified Person) relating to this Agreement, the Escrow Agreement, the Paying Agent Agreement or any of the Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each Indemnifying Party individually), (iii) review, negotiate and agree to and authorize Acquirer to reclaim funds from the Escrow Fund in satisfaction of claims asserted by Acquirer (on behalf of itself or any other Indemnified Person, including by not objecting to such claims) pursuant to this ARTICLE 9, (iv) object to such claims pursuant to Section 9.6, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Indemnifying Party or necessary in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Indemnifying Parties, (vii) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Indemnifying Parties in accordance with the terms hereof and in the manner provided herein and (viii) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Notwithstanding the foregoing, the Shareholders’ Agent shall have no obligation to act on behalf of the Indemnifying Parties, except as expressly provided herein, in the Escrow Agreement, the Paying Agent Agreement and in the Shareholders’ Agent Engagement Agreement, and for purposes of clarity, there are no obligations of the Shareholders’ Agent in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. The Shareholders’ Agent shall be entitled to: (i) rely upon the Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Indemnifying Party or other party. Acquirer and its Affiliates (including after the Closing, the Company) shall be entitled to rely on the appointment of Fortis Advisors LLC as the Shareholders’ Agent, or any subsequent appointee, and treat such Shareholders’ Agent as the duly appointed attorney-in-fact of each Indemnifying Party and as having the duties, power and authority provided for in this Section 9.7. The Indemnifying Parties and their successors shall be bound by all actions taken and documents executed by the Shareholders’ Agent in accordance with this Agreement, the Escrow Agreement the Paying Agent Agreement or the Shareholders’ Agent Engagement Agreement as if expressly confirmed and ratified in writing by the Indemnifying Parties, all defenses which may be available to any Indemnifying Party to contest, negate or disaffirm the action of the Shareholders’ Agent taken in good faith under this Agreement, the Escrow Agreement or the Shareholders’ Agent Engagement Agreement are waived, and Acquirer and the other Indemnified Persons shall be entitled to rely exclusively on any action or decision of the Shareholders’ Agent. The powers, immunities and rights to indemnification granted to the Shareholders’ Agent Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Indemnifying Party and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Indemnifying Party of the whole or any fraction of his, her or its interest in the Escrow Fund. The Shareholders’ Agent may resign at any time. The Person serving as the Shareholders’ Agent may be removed or replaced from time to time, or if such Person resigns from its position as the Shareholders’ Agent, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of cash then held in the Escrow Fund (or, in the event that there is no cash then held in the Escrow Fund by the Indemnifying Parties collectively having an Pro Rata Share greater than 50%) upon not less than 30 days’ prior written notice to Acquirer. No bond shall be required of the Shareholders’ Agent.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Articles of Incorporation and Bylaws; Directors and Officers Unless otherwise determined by Parent and the Company prior to the Effective Time:

  • The Shareholders Each Shareholder represents and warrants to the Company and the other Shareholders, as of the date of this Agreement, as follows:

  • Articles of Incorporation; Bylaws; Directors and Officers At the Effective Time:

  • The Board of Directors Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications.

  • Shareholders Meetings IVAX shall call and hold the IVAX Shareholders' Meeting and Bergen shall call and hold the Bergen Shareholders' Meeting as promptly as practicable for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Mergers contemplated hereby, and each of Bergen and IVAX shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. IVAX shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to IVAX's shareholders under applicable Law, and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the Mergers.

  • Control by Board of Directors Any management or supervisory activities undertaken by the Advisor pursuant to this Agreement, as well as any other activities undertaken by the Advisor on behalf of the Fund pursuant thereto, shall at all times be subject to any applicable directives of the Board of Directors of the Fund.

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