Board and Shareholder Resolutions Clause Samples

The 'Board and Shareholder Resolutions' clause outlines the requirement for formal decisions to be made and documented by a company's board of directors and, where necessary, its shareholders. In practice, this clause specifies the types of actions—such as approving major transactions, amending company documents, or authorizing new share issuances—that must be approved through official resolutions. By mandating these resolutions, the clause ensures that significant corporate actions are properly authorized and recorded, thereby promoting transparency, legal compliance, and accountability within the company.
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Board and Shareholder Resolutions. A copy of the resolutions of the Board of Directors and of the Shareholders of the Company certified by the secretary of the Company as having been duly and validly adopted and in full force and effect as of the Closing Date, authorizing execution and delivery of this Agreement and the Merger Documents and performance, and the appointment and elections of officers and directors of the Company and consummation of the Merger contemplated hereby and thereby by the Company;
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Board and Shareholder Resolutions. The original resolution of the directors and the shareholders of each Security Party (together, where appropriate, with signed waivers of notice of any directors' or shareholders' meetings) approving, and authorising or ratifying the execution of, the New Security Documents (as applicable) and any document to be executed by the Security Party in question pursuant to the New Security Documents.
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Board and Shareholder Resolutions. Each party shall furnish to the other certified copies of appropriate resolutions of the board of directors and shareholders (if required) of each party required to implement the transactions contemplated by this Agreement.
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Board and Shareholder Resolutions. True and correct copy of duly executed resolutions of the Board of Directors of the Company(the “Board”) and the shareholders of the Company, attached hereto as Schedule ‎3.2.1.1, approving the transfer and sale of the Sold Shares;
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Board and Shareholder Resolutions. CIT shall have received a copy of the resolutions of the Board of Directors of each Borrower authorizing the execution, delivery and performance of (i) this Financing Agreement, (ii) and any related agreements, in each case certified by the Secretary or Assistant Secretary of each Borrower as of the date hereof, together with a certificate of the Secretary or Assistant Secretary of each Borrower as to the incumbency and signature of the officers of each Borrower executing such Loan Documents and any certificate or other documents to be delivered by them pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. If any subsidiary of the Company is not wholly owned by the Company, CIT shall also have received shareholder consents satisfactory to CIT with respect to the matters referenced above.
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Board and Shareholder Resolutions. 7.1 Unless otherwise required by applicable law, the Articles of Association or Section 5.2 or 7.6 of this Agreement, all resolutions at general and special meetings of shareholders and meetings of the Board of the Company, Components Belgium and Components Sweden will be adopted only if approved (a) in the case of a shareholders meeting, by the holders of a majority of the issued and outstanding voting shares and (b) in the case of a Board meeting, except as expressly provided in Section 4.6, by at least 75% of the members of the Board and at least one Director nominated by Pelican and one Director nominated by C&A. 7.2 Except to the extent otherwise provided in Section 7.6 of this Agreement, the following actions shall not be taken by the Company, Components Belgium or Components Sweden, until a resolution providing therefor has been (a) at a meeting of the Board of such Company or (b) at a general or special meeting of shareholders of the Company, by both Pelican and C&A: (a) any amendment to the Articles of Association of any of the Companies; (b) any change in the share capital and any issuance of new shares or any convertible bonds, convertible notes, convertible debentures, share options or other similar rights which are convertible into or exchangeable or exercisable for shares of any of the Companies; (c) any termination, dissolution or liquidation of any of the Companies (other than a compulsory liquidation according to law) or any merger with, or purchase of all or substantially all of the assets or shares of, another company by any of the Companies, or any sale or other transfer of all or substantially all of the assets or shares of any of the Companies; (d) any loan or credit to or from any shareholder of the Company or its officers or Affiliates, and any guarantee or indemnity for the benefit of any such shareholder, officer or Affiliate (other than loans, credits, guarantees or indemnities among the Companies), by any of the Companies; (e) any incurrence of any indebtedness for borrowed money by any of the Companies (including the giving of any guarantee, security or indemnity) other than (i) indebtedness incurred by any Company in accordance with either the Business Plan or annual budget (including any Interim Budget) then in effect; (ii) indebtedness incurred by any Company in accordance with any revolving credit facility, line of credit or other unused credit facility approved by the Board; (iii) indebtedness in an additional amount aggre...
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Board and Shareholder Resolutions. Copies of resolutions of the Board and of the Company’s shareholder (the Seller) in the forms attached as Schedule ‎3.2.1.1(i) and Schedule ‎3.2.1.1(ii) respectively, (i) approving the entry into, execution, delivery and performance of this Agreement as well as any and all documents and transactions contemplated by this Agreement and the other Transaction Documents, (ii) approving the cancellation of the Company Options, (iii) approving the transfer to the Purchaser by the Seller of the legal and beneficial title to the Purchased Shares and the Shareholder Loans; and (iv) ratifying all previous decisions taken by the Board prior to the Closing.
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Board and Shareholder Resolutions. Each of the Group Companies shall have executed and delivered copies of board and shareholder resolutions, as applicable, approving and authorizing the execution and delivery of the Refinancing Documents to be executed by that Group Company and the performance of the transactions and creation of the applicable security interests thereunder. The Board resolutions of the Issuer shall also approve the appointment of a director nominated by the Holder (the “Holder Director”) to the Board to replace ▇▇▇ ▇▇▇▇.
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Board and Shareholder Resolutions. The Company shall have delivered to the Buyer and the Merger Subsidiary copies of resolutions of the Company Board and the Shareholders of the Company, authorizing the transactions contemplated by this Agreement, and such resolutions shall have been certified by an officer of the Company.
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Related to Board and Shareholder Resolutions

  • 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.

  • The Board of Directors 17. The Board of Directors, Appointment and Dismissal of Directors 17.1. The Board of Directors shall consist of up to five (5) directors, which will be appointed as follows: 17.1.1. For as long as L C▇▇▇▇▇▇▇▇ and its Permitted Transferees collectively hold at least the L C▇▇▇▇▇▇▇▇ Entitlement Holdings Threshold, L C▇▇▇▇▇▇▇▇ shall have the right to appoint two (2) directors to the Board of Directors; provided, however, that in the event that L C▇▇▇▇▇▇▇▇ and its Permitted Transferees collectively hold below the L C▇▇▇▇▇▇▇▇ Entitlement Holdings Threshold but collectively more than 30% of the L C▇▇▇▇▇▇▇▇ SPA Shares, L C▇▇▇▇▇▇▇▇ shall have the right to appoint one (1) director to the Board of Directors (each appointee of L C▇▇▇▇▇▇▇▇ shall be referred to as a “L C▇▇▇▇▇▇▇▇ Director” and collectively as the “L C▇▇▇▇▇▇▇▇ Directors”). The L C▇▇▇▇▇▇▇▇ Directors shall not be a legal or financial adviser of L C▇▇▇▇▇▇▇▇ or its Affiliates; provided, however, that, individuals employed by L C▇▇▇▇▇▇▇▇ or its Affiliates, including those in a legal or financing role, will not be restricted from serving as L C▇▇▇▇▇▇▇▇ Directors. The Company shall cause each of its Subsidiaries to maintain the same Board of Directors structure with the same representation of the Shareholders, to the extent permitted by applicable law of the jurisdiction in which such Subsidiary is formed. 17.1.2. O▇▇▇ ▇▇▇▇▇ and their Permitted Transferees, acting jointly, shall have the right to appoint three (3) directors to the Board of Directors, one of whom shall serve as the chairman of the Board of Directors (the “Chairman”). For so long as O▇▇▇ ▇▇▇▇▇▇▇▇ controls OS Investments, O▇▇▇ ▇▇▇▇▇ shall appoint O▇▇▇ ▇▇▇▇▇▇▇▇ as one of its directors and H▇▇▇▇▇▇▇ shall serve as Chairman. 17.2. A Shareholder that is entitled to appoint a Director to the Board of Directors shall be entitled to dismiss or replace such Director. Appointment, dismissal and replacement of a Director shall be effected by furnishing a Written notification to the Company, signed by the Shareholder entitled to effect such appointment, replacement or removal, and shall become effective on the date fixed in the notice or upon receipt of the notice by the Company, whichever is later. 17.3. All notices of meetings of the Board of Directors shall state the date, time and place of the meeting, and the nature of business proposed to be transacted thereat, and shall be given to all Directors in writing sent by electronic mail or by overnight courier. Notices of meeting of the Board of Directors shall be dispatched to all Directors not less than seven (7) days before the proposed date for such meeting, unless all the Directors agree In Writing to a shorter notice period. Notwithstanding the foregoing, in the event that the Chairman determines that there is an urgent material matter that requires action by the Board of Directors, a notice of the meeting of the Board of Directors may be dispatched to all Directors not less than twenty-four (24) hours before the Board of Directors meeting. 17.4. If a Director has appointed an Alternate Director (as defined below) for himself, notice shall be provided both to the Director and to the Alternate Director. Notice to a Director which is a corporation shall be delivered to the Corporate Representative. 17.5. The details of a Director, Alternate Director or Corporate Representative appearing in the Register of Directors which the Company maintains or which have been notified to the Company In Writing together with a request that these details be used for the purposes of delivery of notices, shall be the address and other details of the Director for the purposes of delivery of notices to him. 17.6. Any member of the Board of Directors may participate and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. The attendance of any Director at a meeting of the Board of Directors shall constitute a waiver of notice of such meeting. Notwithstanding the nature of the business set forth on the applicable notice, the Directors may transact business at a Board of Directors meeting other than as set out in the applicable notice of meeting delivered to the Directors. The Board of Directors shall meet at least bi-annually and at such other times as determined by the Chairman or pursuant to applicable law and, to the extent possible, the Directors will consult with each other regarding the scheduling of Board of Directors meetings. 17.7. The quorum required to commence a meeting of the Board of Directors shall be a majority of the members of the Board of Directors then serving (provided that at least one of whom will be an L C▇▇▇▇▇▇▇▇ Director). If a quorum is not present at a meeting of the Board of Directors within thirty (30) minutes of the time set for such meeting, the meeting shall be adjourned and postponed to the same time three (3) days thereafter. If a quorum is not present at such reconvened meeting of the Board of Directors within thirty (30) minutes of the time set for such reconvened meeting, such reconvened meeting shall again be adjourned and postponed to the same time three (3) days thereafter. At any such second reconvened meeting (and only at such meeting), a majority of the Directors then serving shall constitute quorum, irrespective of whether an L C▇▇▇▇▇▇▇▇ Director is represented at such second reconvened meeting. 17.8. Subject to the provisions of Article ‎22 (Protective Covenants) hereof: (a) the Board of Directors may take action upon a majority of the votes of the members of the Board of Directors present at a meeting of the Board of Directors at which quorum as provided in Article ‎18.7 is present, and (b) each member of the Board of Directors shall have one (1) vote at all meetings of the Board of Directors attended by him or her; provided, however, that (x) O▇▇▇ ▇▇▇▇▇▇▇▇, for the period he is a Director, shall have such number of additional votes (in addition to his own vote) that equals to the number of the Directors that O▇▇▇ ▇▇▇▇▇ is entitled to appoint, but has failed to so appoint at that time (and/or that O▇▇▇ ▇▇▇▇▇ has appointed, but who failed to attend the relevant meeting) and (y) to the extent L C▇▇▇▇▇▇▇▇ is entitled to appoint two Directors pursuant to Section‎18.1.1, any L C▇▇▇▇▇▇▇▇ director who is appointed shall be entitled to an additional vote in the event the second L C▇▇▇▇▇▇▇▇ Director has not been appointed (or that has been appointed, but failed to attend the relevant meeting). 17.9. The Company shall reimburse the Directors for their respective reasonable out-of-pocket expenses incurred in attending Board of Directors meetings or meetings of Board of Directors committees, promptly upon presentation of receipts. Subject to the foregoing, Directors shall not be entitled to any per-diem or other remuneration in connection with their service on the Board of Directors. 17.10. Subject to the provisions of any law, a Director who has ceased to serve as Director is eligible to be re-appointed. 17.11. Subject to the provisions of any law, the office of a Director shall be vacated (including the office of an Alternate Director and a Corporate Representative) automatically in each of the following events: (a) upon his death; (b) if he is declared to be legally incompetent; (c) if he is declared bankrupt, or if the Director is a corporation, if a liquidator, receiver, special manager or trustee (in each case temporary or permanent) is appointed for the corporation or its assets within the context of a creditors scheme of arrangement or an order of stay of proceedings; (d) if he resigns from office by written notice to the Company, the Chairman or the Board of Directors, in which case the office of the Director shall be vacated on the date of service of notice or at such later date specified in the notice; (e) if his term of office has terminated in accordance with the provisions of these Articles; (f) if the Director is convicted in a final judgment of an offence of a nature which disqualifies a person from serving as a company director; or (g) if a court of competent jurisdiction decides to terminate his office in a decision or judgment for which no stay of enforcement granted.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Resolutions Copies of resolutions of the Board of Directors of each Credit Party approving and adopting the Credit Documents to which it is a party, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Credit Party to be true and correct and in force and effect as of the Closing Date.

  • Membership Meetings The members may hold regular or special meetings either in the State of New Jersey or elsewhere. Regular meetings of the members may be held without notice at a time and place as may be determined by the members. Any member may call a special meeting of the members by giving thirty (30) days prior written notice of the time, place and purpose of the meeting to the other members. Notice will be as provided in Article 11 of this Agreement. Any member may waive notice of any meeting. Members may participate in a meeting by means of telephone conference or other video or audio communications equipment where all persons participating in the meeting can simultaneously hear each other. Participation in such a meeting by a member will constitute the presence of the member at the meeting.