Board of Directors Resolution Sample Clauses
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Board of Directors Resolution. 9.20.4.2.1 A resolution which provides written evidence to support the delegated authority that Subrecipient's organization has vested in Subrecipient's Authorized Representative who will act on behalf of Subrecipient pursuant to Subparagraph 8.3 (Authorization Warranty). Such written evidence shall adhere to the following requirements outlined in this Subparagraph 9.20.4.2.
9.20.4.2.2 If Subrecipient is a public entity (defined as the government of the United States; the government of a State or political subdivision of a State; or any interstate governmental agency), Subrecipient shall submit a copy of its resolution, order or motion which has been approved by its Governing Body (e.g., Board of Supervisors, City Council, etc.) and signed by the presiding chairperson/president of the Governing Body to County. If Subrecipient is a private non-profit entity, Subrecipient shall submit a copy of written authorization from its Governing Body (e.g., Board of Directors) and signed by the presiding chairperson/president to County.
9.20.4.2.3 Subrecipient's resolution, order, motion or other authorization shall contain the following elements: reference to this Subaward by name and number; authorize execution of this Subaward; identify Subrecipient's Authorized Representative and any designee who will execute the original Subaward and any subsequent amendments to this Subaward (Subrecipient's Authorized Representative and any designee shall be specified in Exhibit F (Subrecipient's Administration)); and, approve and accept Subaward Sums. In the event that there is a change in Subrecipient's Authorized Representative, Subrecipient shall provide County a revised resolution, order, motion or other authorization which reflects the new Subrecipient's Authorized Representative within five (5) days of being approved by the Governing Body.
Board of Directors Resolution. A resolution which provides written evidence to support the delegated authority that Contractor's organization has vested in its Authorized Representative who will act on behalf of Contractor pursuant to Subparagraph 8.3 (Authorization Warranty). Such written evidence shall adhere to the following requirements: • If Contractor is a public entity (defined as the government of the United States; the government of a State or political subdivision of a State; or any interstate
Board of Directors Resolution. Any action by the Company pursuant to any of the provisions hereof shall be evidenced by a resolution of its Board of Directors certified to the Committee or the Trustees over the signature of its secretary or of any assistant secretary. The Committee and the Trustees shall be fully protected in acting in accordance with such certified resolution.
Board of Directors Resolution. The Company's Board shall have executed and delivered to Concurrent a resolution (the "CLOSING DATE RESOLUTION") of the Company's Board that:
(i) increases the size of the Company's Board by 1 member;
(ii) appoints Concurrent's Chief Executive Officer (the "CONCURRENT NOMINEE") to the Company's Board;
(iii) defines the responsibilities of the managers of the Company substantially in accordance with Exhibit E hereto; ----------
(iv) specifies that (A) the Company shall not take any action with respect to the major actions described in Exhibit F hereto --------- (the "MAJOR ACTIONS") without the prior approval of the Company's Board and (B) prohibits the Company's Board from delegating responsibilities or decision authority with respect to any Major Actions to any committee of the Company's Board;
(v) confirms that the directors of the Company, having made all proper enquiries of all relevant employees and directors of the Company, are satisfied that neither this Agreement, Schedule A ----------- (Disclosures), the Exhibits hereto, the Ancillary Agreements, nor any ------------- other certificate made or delivered by the Company to Concurrent in connection herewith or therewith, contains any untrue statement of a material fact nor omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which they were made; and
(vi) properly allots and issues the Shares, the Warrant and the Loan Stock Instrument to Concurrent. The Closing Date Resolution shall have not been repealed or amended and shall be in full force and effect as of the Closing Date.
Board of Directors Resolution. 9.20.4.2.1 A resolution from Subrecipient's Board of Directors, which evidences Authorized Representative's authority to act on behalf of Subrecipient in matters related to this Subaward (Subparagraph 8.3.3 (Board of Directors' Resolution)). Subrecipient shall submit its Board of Directors' resolution in the time and manner as designated by County.
Board of Directors Resolution. 8.3.3.1 Subrecipient shall submit its Board of Directors' resolution, which provides written evidence to support the delegated authority that Subrecipient's organization has vested in Authorized Representative, who will act on behalf of Subrecipient pursuant to Subparagraph 8.3 (Authorization Warranty). Such written evidence shall adhere to the following requirements outlined in this Subparagraph 8.3.3.
8.3.3.2 If Subrecipient is a public entity (defined as the government of the United States; the government of a State or political subdivision of a State; or any interstate governmental agency), Subrecipient shall submit to County a copy of its resolution, order, or motion which has been approved by its Governing Body (e.g., City Council) and signed by the presiding chairperson/president of the Governing Body. If Subrecipient is a private non-profit entity, Subrecipient shall submit a copy of written authorization from its Governing Body (e.g., Board of Directors) and signed by the presiding chairperson/president to County.
8.3.3.3 Subrecipient's resolution, order, motion, or other authorization shall contain the following elements: reference to this Subaward by name and number; authorize execution of this Subaward; identify
Board of Directors Resolution. The Company shall deliver to the lender a copy of a resolution of the Board of Directors of the Company (in the form attached hereto as Schedule 7.1.2): (i) approving the execution of this Agreement; (ii) issuing and selling the Preferred Shares to the Lender upon conversion of the Loan.
Board of Directors Resolution. 9.18.4.2.1 A resolution which provides written evidence to support the delegated authority that Contractor's organization has vested in Contractor's Authorized Representative who will act on behalf of Contractor pursuant to Subparagraph 8.3 (Authorization Warranty). Such written evidence shall adhere to the following requirements outlined in this Subparagraph 9.18.4.2.
9.18.4.2.2 If Contractor is a public entity (defined as the government of the United States; the government of a State or political subdivision of a State; or any interstate governmental agency), Contractor shall submit a copy of its resolution, order or motion which has been approved by its Governing Body (e.g., Board of Supervisors, City Council, etc.) and signed by the presiding chairperson/president of the Governing Body to County. If Contractor is a private non-profit entity, Contractor shall submit a copy of written authorization from its Governing Body (e.g., Board of Directors) and signed by the presiding chairperson/president to County.
9.18.4.2.3 Contractor's resolution, order, motion or other authorization shall contain the following elements: reference to this Master Agreement by name and number; authorize execution of this Master Agreement; identify Contractor's Authorized Representative and any designee who will execute the original Master Agreement and any subsequent amendments to this Master Agreement (Contractor's Authorized Representative and any designee shall be specified in Exhibit B (Contractor's Administration)); and, approve and accept Master Agreement Sums. In the event that there is a change in Contractor's Authorized Representative, Contractor shall provide County a revised resolution, order, motion or other authorization which reflects the new Contractor's Authorized Representative within five (5) days of being approved by the Governing Body.
Board of Directors Resolution. The Company shall deliver to the Purchasers true and correct copies of resolutions of the Company’s board of directors (i) issuing and allotting the Securities to the Purchasers; and (ii) approving of all the transactions and documents contemplated by this Agreement.
Board of Directors Resolution. The Risk and Compliance Committee of the Board of Directors of Biovail Corporation (Risk Committee) shall be responsible for the review and oversight of matters related to compliance with Federal health care program requirements, FDA requirements, and the obligations of this CIA. The Risk Committee shall, at a minimum, be responsible for the following:
a. meeting at least quarterly to review and oversee Biovail’s Compliance Program, including but not limited to the performance of the Chief Compliance Officer and compliance department.
b. for each Reporting Period (as defined in Section ▇▇▇) of the CIA, adopting a resolution summarizing its review and oversight of Biovail’s compliance with Federal health care program requirements, FDA requirements, and the obligations of this CIA. Each individual member of the Risk Committee shall sign a statement indicating that he or she agrees with the resolution. At minimum, the resolution shall include the following language: “The Risk and Compliance Committee of Biovail’s Board of Directors (Risk Committee) has made a reasonable inquiry into the operations of Biovail’s Compliance Program, including the performance of the Chief Compliance Officer and the compliance department. Based on its inquiry, the Risk Committee has concluded that, to the best of its knowledge, Biovail has implemented an effective Compliance Program to meet the Federal health care program requirements, FDA requirements, and the obligations of the CIA.” If the Risk Committee is unable to provide such a conclusion in the resolution, the Risk Committee shall include in the resolution a written explanation of the reasons why it is unable to provide the conclusion and the steps it is taking to implement an effective Compliance Program at Biovail. Biovail shall report to OIG, in writing, any changes in the composition of the Risk Committee, or any actions or changes that would affect the Risk Committee’s ability to perform the duties necessary to meet the obligations in this CIA, within 15 days after such a change.