Board and Shareholder Authorization Clause Samples
The Board and Shareholder Authorization clause establishes that certain actions or decisions by a company require formal approval from its board of directors and, in some cases, its shareholders. Typically, this clause outlines which transactions—such as issuing new shares, major acquisitions, or amendments to company bylaws—cannot proceed without these approvals. By specifying the need for such authorizations, the clause ensures that significant corporate decisions are made with appropriate oversight and consensus, thereby protecting the interests of all stakeholders and maintaining proper corporate governance.
Board and Shareholder Authorization. Western and WesternZagros shall have furnished Purchaser and AcquisitionCo with:
(i) certified copies of the resolutions duly passed by the Western Board of Directors and the WesternZagros Board of Directors approving this Agreement and the consummation of the transactions contemplated hereby; and
(ii) certified copies of the resolutions of Western Shareholders, duly passed at the Western Meeting, approving the Arrangement Resolution;
Board and Shareholder Authorization. Seller has received, or will have received as of the Closing Date, the approval of this Agreement and all other agreements contemplated by this Agreement from its board of directors. The individuals executing this Agreement on behalf of and in the name of Seller are duly authorized and empowered to so act. There is no requirement that the execution or performance of this Agreement be authorized or approved by Seller's shareholders.
Board and Shareholder Authorization. 34 9.5 Deliveries by the Company.......................................34 9.6 Briazz Venture and Spinnaker Participation......................35 9.7
Board and Shareholder Authorization. QAT shall have furnished each of Purchaser and Newco with:
(i) certified copies of the resolutions duly passed by the QAT Board of Directors approving this Agreement and the consummation of the transactions contemplated hereby; and
(ii) certified copies of the resolutions of QAT Shareholders, duly passed at the QAT Meeting, approving the Arrangement Resolution.
Board and Shareholder Authorization. Storm and ExploreCo shall have furnished ARC and ARC Resources with:
(i) certified copies of the resolutions duly passed by the Storm Board of Directors and the ExploreCo Board of Directors approving this Agreement and the consummation of the transactions contemplated hereby; and
(ii) certified copies of the resolutions of Storm Shareholders, duly passed at the Storm Meeting, approving the Arrangement Resolution.
Board and Shareholder Authorization. The execution, delivery and performance of this Agreement and any and all other agreements contemplated by this Agreement have been duly authorized by the Board of Directors of Buyer. The individuals executing this Agreement and all other agreements contemplated by this Agreement on behalf of and in the name of Buyer are duly authorized and empowered to so act. There is no requirement that the execution or performance of this Agreement be authorized or approved by Buyer's shareholders.
Board and Shareholder Authorization. The execution, delivery and performance of this Agreement and all other agreements contemplated by this Agreement have been duly authorized by the Board of Directors of RTM. The individuals executing this Agreement and all other agreements contemplated by this Agreement on behalf of and in the name of RTM are duly authorized and empowered to so act. There is no requirement that the execution or performance of this Agreement be authorized or approved by RTM's shareholders.
Board and Shareholder Authorization. 9 5.4 Non-contravention; Consents...................................................9 5.5 Legality and Enforceability...................................................9 5.6 Litigation....................................................................9 5.7
Board and Shareholder Authorization. The Petrus Parties shall have furnished PhosCan with:
(i) certified copies of the resolutions duly passed by the Petrus Board of Directors and the Petrus AcquisitionCo Board of Directors approving this Agreement, the Petrus Private Placement and the consummation of the transactions contemplated hereby;
(ii) certified copies of the Petrus Resolutions duly passed at the Petrus Meeting; and
(iii) certified copies of the resolution of the sole shareholder of Petrus AcquisitionCo approving the Petrus AcquisitionCo Resolution.
Board and Shareholder Authorization. This Agreement, the Transaction Documents and the transactions contemplated hereby and thereby shall have been duly and validly authorized by the Board and the shareholders of the Company, and the Company shall have delivered to Purchasers evidence, in form satisfactory to Purchasers' counsel, of such authorization and approval.