Authorization of the First Distribution Clause Samples

Authorization of the First Distribution. Subject to (i) the satisfaction or waiver of the additional conditions to the Distributions set forth in Section 3.5 on or prior to the Stage 2 Board Meeting Date and (ii) the receipt by Synovus of a certificate executed by the Chief Executive Officer or the Chief Financial Officer of TSYS to the effect that all of the additional conditions to the Cash Dividend set forth in Section 2.5 (other than the additional condition set forth in Section 2.5(a)) have been satisfied or waived as of the Stage 2 Board Meeting Date (the “TSYS Stage 2 Officer’s Certificate”), CB&T will authorize and declare the First Distribution, payable to Synovus, as the sole shareholder of CB&T on the First Distribution Record Date, contingent upon and subject to written confirmation from the Chief Executive Officer or the Chief Financial Officer of TSYS that (x) on the same day the Board of Directors of TSYS (or a properly designated committee thereof) authorized and declared the Cash Dividend, and (y) the representations and warranties set forth in Section 2.3(b) are true and correct as of such date.
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Related to Authorization of the First Distribution

  • Authorization of the Sponsor Warrants The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.

  • Authorization of Services a. The Contractor and its subcontractors shall have in place, and follow, written authorization policies and procedures. b. The Contractor shall have in effect mechanisms to ensure consistent application of review criteria for authorization decisions. c. The Contractor shall consult with the requesting provider for medical services when appropriate. d. Any decision to deny a service authorization request or to authorize a service in an amount, duration, or scope that is less than requested, shall be made by an individual who has appropriate expertise in addressing the beneficiary’s medical and behavioral health.

  • Authorization of the Shares The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

  • Authorization and Application of Overtime An employee who is required to work overtime shall be entitled to overtime compensation when the overtime worked is authorized in advance.

  • Authorization of the Common Stock The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.