Authorizing Action Clause Samples
The Authorizing Action clause grants specific individuals or entities the legal authority to take certain actions on behalf of a company or organization. Typically, this clause outlines who is empowered to execute documents, make decisions, or enter into agreements, often referencing a board resolution or similar formal approval. Its core practical function is to ensure that only duly authorized parties can bind the organization, thereby preventing unauthorized commitments and clarifying who holds decision-making power.
Authorizing Action. All action necessary to authorize the execution, delivery and performance by each Seller of this Agreement and the transactions contemplated hereby shall have been duly and validly taken by each Seller, and Sellers shall have delivered to Citadel certified copies of the resolutions of the stockholders, partners, members and board of directors (as applicable) of each Seller authorizing the execution and performance of this Agreement and authorizing or ratifying the acts of their officers and employees in carrying out the terms and provisions of this Agreement.
Authorizing Action. This Agreement will become effective only upon: (a) the execution of this Agreement by an authorized representative of the Pool, (b) the execution of this Agreement by an authorized representative of the Member, and (c) the delivery to the Pool of a fully executed Agreement.
Authorizing Action. (a) The Parties acknowledge that the currently effective disapplication to the Company of pre-emption rights under Section 561(1) of the Companies ▇▇▇ ▇▇▇▇ is limited in amount and time and that, under the AY Articles and applicable law, the rights of the Investors under Clauses 3.2(a)(i) and 3.2(a)(ii) are subject to such limitations. Notwithstanding the foregoing, and subject to Article 4, if at any time the Company allots or issues Equity Securities and, as a result of limitations imposed by applicable law or the AY Articles (including as a result of any failure to have disapplied pre-emption rights during such time period and sufficient in amount), any Investor or Affiliate thereof is unable to fully exercise the rights under Clauses 3.2(a)(i) and 3.2(a)(ii) that such Investor or Affiliate thereof would be entitled to exercise in the absence of such limitations, such Investor shall have the right to terminate the obligations and restrictions applicable to such Investor and its Affiliates under this Agreement, without liability to any Party, immediately upon written notice to the Company.
(b) Termination pursuant to Clause 3.5(a) of the obligations and restrictions applicable to an Investor and its Affiliates shall not release such Investor Parties from any liability which at the time of termination has already accrued to another Party or which thereafter may accrue in respect of any act or omission prior to such termination.
Authorizing Action. The execution and delivery of this Agreement by Foremost and the performance by it of its obligations under this Agreement have been duly authorized by all necessary corporate action on the part of Foremost.
Authorizing Action. The Board of Directors and, if necessary, the stockholders of the Holder shall have duly adopted resolutions in the form reasonably satisfactory to the Company and shall have taken all action necessary for the purpose of authorizing the Holder to consummate all of the transactions contemplated hereby and the execution of this Agreement on behalf of Holder by the signatory hereto.
Authorizing Action. The execution and delivery of this Agreement by ▇▇▇▇▇▇▇ and the performance by it of its obligations under this Agreement has been duly authorized by all necessary actions on the part of Denison.
Authorizing Action. Any action to be taken by the Members under the LaLLCL or this Agreement may be taken (1) at a meeting of the Members, held on such terms and after notice required by this Agreement, or (2) by written action of the Members. No notice need be given of any action proposed to be taken by written action, or an approval given by written action, unless specifically required by the LaLLCL or this Agreement. Copies of all written actions must be kept with the records of the Company.
Authorizing Action. This Agreement shall become effective upon its effective date as set forth in paragraph 3 of this Agreement and only upon the execution and delivery of this Agreement by an authorized representative of each Party on behalf of the Party and approved by the Party’s County Attorney as to form.
Authorizing Action. 22.1. All parties shall approve the effectiveness of this Agreement by appropriate resolution, ordinance, governing board action, or other act of official authority at the time of executing this Agreement. All parties represent and warrant that it has the full right, power, legal capacity, and authority to enter into and perform the party’s respective obligations hereunder and that such obligations shall be binding upon such party without the requirement of the approval or consent of any other person or entity.
Authorizing Action. Any action to be taken by the Partners under the LaPL or this Agreement may be taken (1) at a meeting of the Partners, held on such terms and after notice required by this Agreement, or (2) by written action of the Partners. No notice need be given of any action proposed to be taken by written action, or an approval given by written action, unless specifically required by this Agreement. Copies of all written actions must be kept with the records of the Partnership.