RESOLUTIONS OF THE BOARD OF DIRECTORS Sample Clauses

RESOLUTIONS OF THE BOARD OF DIRECTORS. Meetings of the Board of Directors are convened by the Chairman, and shall address all matters set forth in the agenda of the meeting by the Chairman or by a simple majority of the Board of Directors. However, at least one third of the Board members may request the Chairman to call the Board meeting for a specific agenda if the Board has not met for more than two months. Where applicable, the Chief Executive Officer may also request the Chairman to call the Board meeting for a specific agenda. The Chairman must comply with the requests referred to in paragraphs 2 and 3 of this article and call the Board meeting. Meetings may be convened in any manner, including orally. The Board of Directors may not validly deliberate unless at least half of its members are present. Decisions are taken upon a majority vote of the members present or represented. In case of deadlock, the Chairman’s vote will be decisive. A director may grant another director a power of attorney in writing to represent him at a Board meeting. Each Director receives only one proxy card per meeting and consequently is only entitled to one vote for himself and one for the Director being represented. Are deemed present for the calculation of the quorum and majority Directors attending the Board Meeting by any means permitted by law, such as videoconferencing or telecommunication which the nature and conditions of application are determined by the regulations in force, subject to the provisions of the later. The Directors, and any person called to attend meetings of the Board of Directors, are obliged to maintain confidentiality with respect to privileged information indicated as such by the chairman. Minutes of meetings will be prepared and copies or excerpts of the proceedings will be certified in accordance with law.

RESOLUTIONS OF THE BOARD OF DIRECTORS. The undersigned, constituting all of the members of the Board of Directors of Diversified Product Inspections, Inc. , a Florida corporation (the “ Corporation ”), hereby consent, in writing, to the actions embodied in the following resolutions, without a meeting: RESOLVED , that ▇▇▇ ▇▇▇▇▇▇▇▇ is appointed to the Board of Directors of the Corporation; and be it further RESOLVED, that, Section 3.01 of the Corporation’s Bylaws is amended to change to permissible number of Directors from a minimum of 3 and a maximum of 9 to a minimum of 1 and a maximum of 5 (the “ Bylaw Amendment ”); and be it further RESOLVED , that any Officer of the Corporation be, and each of them hereby is, authorized, empowered and directed to file the Bylaw Amendment with the records of the Corporation; and be it further RESOLVED , that the resignations of ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Officers of the Corporation are hereby accepted; and be it further RESOLVED , that ▇▇▇ ▇▇▇▇▇▇▇▇, is appointed the sole Officer of the Corporation; and be it further RESOLVED , that the resignations of ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Directors of the Corporation are hereby accepted. Dated: _____________________ __, 2008 ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ This General Release of Seller (this “ Release ”) is being executed and delivered in accordance with Section 2(h) of the Settlement Agreement and Asset Purchase Agreement dated as of September ________, 2008 (the “ Asset Purchase Agreement ”) by and among Diversified Product Inspections, LLC, a Tennessee limited liability company (the “Buyer”), Diversified Product Inspections, Inc., a Florida corporation (the “Seller”), ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the “Management”) and Sofcon, Limited, a Belize corporation, EIG Venture Capital, Limited, a Belize corporation, and EIG Capital Investments, Limited, a Belize corporation (collectively, the “Plaintiffs”). Capitalized terms used in this Release without definition have the respective meanings ascribed to them in the Asset Purchase Agreement. The Seller acknowledges that execution and delivery of this Release is a condition to the Plaintiffs’ obligation to enter into the Asset Purchase Agreement and to consummate the transactions contemplated by the Asset Purchase Agreement, and that the Plaintiffs are relying on this Release in consummating such ...

RESOLUTIONS OF THE BOARD OF DIRECTORS. OF ▇▇▇▇▇▇ GROUP OF SWEDEN, INC., and ▇▇▇▇▇▇ GROUP OF LOUISIANA, INC. (collectively, the "Corporation") RESOLVED, that the Managing Director, the President and any Vice President of the Corporation, by the signature of any one or more of them, be, and the same hereby are, authorized and directed to execute and deliver to Comerica Bank-Texas (hereinafter referred to as "Bank") in the name of and on behalf of the Corporation, with such changes in the terms and provisions thereof as the officer executing same shall, in his sole discretion, deem advisable, (i) a certain proposed First Amendment to Second Amended and Restated Revolving Credit Loan Agreement (the "Agreement") in such form as is approved by the above-authorized officers; and (ii) such other agreements, documents, instruments, statements and writings as the officer or officers executing the same may deem desirable or necessary in connection with any of the foregoing; be it RESOLVED FURTHER, that said agreements and other statements in writing executed in the name and on behalf of the Corporation by the Managing Director, President or any Vice President shall be presumed conclusively to be the instruments, the execution of which is authorized by the resolutions; be it RESOLVED FURTHER, that the Board of Directors of the Corporation has determined that the benefits to be received under the Agreement as set forth in these resolutions are at least equal to the potential exposure and risk to the Corporation under the Agreement; be it RESOLVED FURTHER, that the aforementioned officers of the Corporation be, and the same hereby are, authorized and directed to execute, in the name of and on behalf of the Corporation, such other writings as are necessary in their dealings with Bank, and any such papers executed by any of them prior to this time are approved, ratified and confirmed; and that the Secretary and every Assistant Secretary of the Corporation be, and they severally hereby are, instructed to provide Bank, from time to time with lists of the persons who shall have been authorized by the Corporation to take the above action; and that such designations communicated to Bank shall continue in full force and effect until notice of revocation thereof is communicated to Bank at least ten (10) days prior to the effective date of termination of such authority; be it RESOLVED FURTHER, that any officer of the Corporation, by his signature, be, and the same hereby is, authorized and directed to certify to Bank ...

RESOLUTIONS OF THE BOARD OF DIRECTORS. The ------------------------------------- Seller shall have furnished the Buyer at the Closing with certified copies of resolutions duly adopted by the Board of Directors of the Seller, or a committee thereof, which resolutions shall authorize the execution, delivery and performance of this Agreement by the Seller.

RESOLUTIONS OF THE BOARD OF DIRECTORS or of any new or successor employer of the affected Participants, shall authorize such transfer of assets, and, in the case of the new or successor employer of the affected Participants, its resolutions shall include an assumption of liabilities imposed under this Plan with respect to such Participants' inclusion in the new employer's plan; and

RESOLUTIONS OF THE BOARD OF DIRECTORS. OF ▇▇▇▇▇▇ GROUP OF SWEDEN, INC. (the "Corporation")

RESOLUTIONS OF THE BOARD OF DIRECTORS. 26.1 Except for clause 26.2 and 26.3, a Board of Directors resolution will become effective upon receiving approval from 1/2 of the directors present at any meeting. 26.2 The following matters require approval from at least 2/3 of the directors in attendance at any meeting to become effective: (1). Approval of the long-term, medium-term and annual business plan, equipment investment, product sales and employment arrangements, etc. (2). Decisions on the changes of annual budget plan, payment of any expenditure in excess of the amount approved in the budget and payment of liabilities. However, if the budget amount is less than RMB1 million and not over 20% of the budget plan, or if the budget amount is over RMB1 million and not over RMB500,000, President and Vice President can make the decision without any restriction but must report to the Board afterwards. (3). Approval of the annual business plan, financial report and annual budget plan. (4). The declaration or payment of any profits or dividend distribution to the shareholders.

RESOLUTIONS OF THE BOARD OF DIRECTORS. (1) Each director shall have one (1) vote. (2) The adoption of resolutions concerning the following matters shall require the unanimous assent, at a duly convened meeting of the Board of Directors, of all the directors : (a) amendments to the Articles of Association; (b) increase or reduction of the registered capital of the Joint Venture Company; (c) suspension or dissolution of the Joint Venture Company; or (d) merger or division of the Joint Venture Company. (3) The adoption of all other resolutions shall require the assent of two-thirds (2/3) of the directors. (4) If the Board of Directors determines on the basis of a resolution adopted pursuant to Articles 11.4(2) (with respect to an increase in registered capital) or 11.4(3) (with respect to an external borrowing) that the Joint Venture Company requires additional funds and recommends that the Joint Venture Company raise such funds from either an increase in registered capital or an external borrowing, and a Party (the “Non-participating Party”) is unable or unwilling to participate in any such funding arrangement, then: (a) in the case of an increase in registered capital, the Party that is able and willing to participate in the funding arrangement shall be entitled to make any such increase unilaterally and the Parties’ respective shares of the registered capital of the Joint Venture Company shall be adjusted accordingly. (b) in the case of external borrowing, if a Party is unable to provide a guarantee on behalf of the Joint Venture Company in respect of such borrowing, then the other Party shall have the option to guarantee the entire amount of such borrowing. (c) Each Party hereby consents to any increase of registered capital and adjustment of the Parties’ respective shares of registered capital that meet the requirements of this Article 11.4(4) and further agrees to cause its appointees on the Board of Directors to consent to the same. Each Party agrees to promptly take all actions and to sign all documents, and to cause its appointees on the Board of Directors promptly to take all actions and sign all documents, that are legally required to effect the increase of registered capital and adjustment of shares. The increase of registered capital and adjustment of shares shall be submitted to the Examination and Approval Authority for approval and, following receipt of such approval, the Joint Venture Company shall carry out procedures for the amendment of registration with the Registration Author...

RESOLUTIONS OF THE BOARD OF DIRECTORS. 35.1 The board of directors shall be convened at least quarterly in order to discuss, among other things, the report drawn up by the CEO responsible for the activities carried out during the previous quarter and for the plans for the subsequent quarter. The CFO shall be invited to attend such meetings. The board of directors meeting shall take place in the location specified in the notice of calling, at the registered office or elsewhere within the EU territory, every time the chairman, vice-chairman or the board of statutory auditors deem it to be necessary. 35.2 The meeting shall be called at least three days prior to the meeting via letter to be sent by telefax, telegram or e-mail to each director or statutory auditor. 35.3 In case of urgency, the meeting may be called with a letter to be sent by telefax, telegram or e-mail with at least 24 hour’s notice. 35.4 The board of directors’ meeting shall be validly constituted with the attendance of at least four directors and shall pass resolutions with the favourable vote of at least four directors. 35.5 The board may also meet and validly pass resolutions through means of telecommunication, as per Article 25.2 above. 35.6 Even if not formally convened, the board of directors’ meeting is validly constituted when all of the directors and statutory auditors in office are present. 35.7 The board of directors’ meetings shall be chaired by the chairman or, if he is absent, by the vice-chairman or, if both are absent, by the director with the most years in office or who is the eldest in terms of age. 35.8 Votes cannot be cast by proxy.