RESOLUTIONS OF THE BOARD OF DIRECTORS Sample Clauses

RESOLUTIONS OF THE BOARD OF DIRECTORS. The PARTIES shall be bound to direct the members of the Board of Directors of COMPANY, the SUBSIDIARIES and ASSOCIATED COMPANIES elected thereby (sub-clause 8.2.1) to vote in the meetings of the Board of Directors, as resolved in the PREVIOUS MEETINGS and the provisions herein.

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. Directors attending the Board meeting by means of videoconferencing are deemed present for calculation of the quorum and majority. The nature and terms of application of videoconferencing are defined by the current regulations and subject to the provisions of said regulations. 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 XXX XXXXXXXX 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 XXXX XXX XXXX, XXX XXXXXXX, XXXXXX XXXXX, XXXXXXX XXXXXXXXX and XXXXXX XXXXXXX as Officers of the Corporation are hereby accepted; and be it further RESOLVED , that XXX XXXXXXXX, is appointed the sole Officer of the Corporation; and be it further RESOLVED , that the resignations of XXXX XXX XXXX, XXX XXXXXXX, XXXXXX XXXXX, XXXXXXX XXXXXXXXX and XXXXXX XXXXXXX as Directors of the Corporation are hereby accepted. Dated: _____________________ __, 2008 Xxxx Xxx Xxxx Xxx Xxxxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxxx 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”), Xxxx Xxx Xxxx, Xxx Xxxxxxx, and Xxxxxx Xxxxx (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 XXXXXX GROUP OF SWEDEN, INC., and XXXXXX 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. (1) Resolution of the Board of Directors shall be adopted in the presence of a majority of the directors in office and by the affirmative vote of a majority of the directors present. (2) The chairman of the Board of Directors shall be the person with the right to convene a meeting of the Board of Directors in accordance with Article 38, Paragraph (2). (3) No director who has an interest in a manner for resolution can exercise his vote upon such matter.

RESOLUTIONS OF THE BOARD OF DIRECTORS. Except as otherwise required by this Agreement or as provided for in the Articles of Incorporation of RADIATEC resolutions of the Board of Directors shall be adopted (i) at a

RESOLUTIONS OF THE BOARD OF DIRECTORS. (a) Subject to Clause 4.3(e), resolutions of a meeting of the Board of Directors shall be passed if approved by an affirmative vote of more than 50% of the Director(s) present and/or represented at such meeting. (b) Each member of the Board of Directors shall be entitled to cast one (1) vote (save for in the event that a Director acts as an alternate to another one or more Directors, in which case such Director shall be entitled to cast such additional number of votes equal to the number of alternate directorships held by such Director). (c) A resolution in writing signed by all the Directors entitled to receive notice of a meeting of Directors shall be as valid and effective for all purposes as a resolution of Directors duly passed at a meeting of the Board of Directors duly convened, held and constituted provided that when a Director has signed a resolution by email, the original of the signed copy shall be delivered or sent pursuant to Clause 16.6 to the Company by such Director as soon as possible thereafter. Any such resolution may consist of several documents, provided that each such document is signed by one or more Directors. (d) A Director who is in any way, whether directly or indirectly, interested in a transaction, arrangement or contract or proposed transaction, arrangement or contract with any Group Company shall declare the nature of his interest. A Director shall be entitled to vote as a Director in the meeting of the Board of Directors in respect of any such transaction, arrangement or contract in which he is interested or upon any matter arising thereto, and if he shall so vote his vote shall be counted, and he shall be taken into account in determining the quorum for the meeting at which any such transaction, arrangement or contract is to be considered. (e) The Parties shall procure that no action be taken by any member of the Group and that no resolution be passed by the Board of Directors in respect of or in relation to any of the following matters without the affirmative vote of at least one (1) Xxxx Director (where appointed) and one (1) Xxxxxxxxxxx Director (where appointed) present and/or represented at such meeting:- (i) business: changing the Business (or any part thereof); consolidating or merging the Business with any other business(es); or divesting any part of the business or assets comprised in the Business; (ii) provision of loans: any member of the Group providing loans to any Person (excluding those to another member of t...

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. The Purchasers shall have received copies of resolutions of the Board of Directors and the stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the Amendment to the Certificate of Incorporation and the filing thereof with the Secretary of State of the State of Delaware.