Common use of Additional Issuers Clause in Contracts

Additional Issuers. (a) Subject to compliance with any applicable “know your customer” and anti-money laundering rules and regulations reasonably requested by any Purchaser, the Company may request that the Company or any other Note Party that is not an Issuer and that is approved by the Administrative Agent (on the instructions of the Required Purchasers) become an Issuer, subject to: (i) delivery of an Officer’s Certificate of the proposed additional Issuer, certifying: (A) attached to such certificate is a correct and complete copy of resolutions duly adopted by the board of directors, member(s), partner(s) or other authorized governing body of such Person (as applicable) authorizing such Person to become an additional Issuer pursuant to the Agreement, and that such resolutions or other evidence of authority have not been modified, rescinded or amended and are in full force and effect; (B) that the certificate of incorporation, certificate of formation, charter or other Organizational Documents (as the case may be) referred to in Section 4.01(ii)(A) below for such Person has not been amended since the date of the certification furnished pursuant to Section 4.01(ii) below; and (ii) No Default or Event of Default shall have occurred and be then continuing. (b) The Administrative Agent shall notify the Company and the Purchasers promptly upon being satisfied that the conditions specified in clause (a) above are satisfied (or waived by the Administrative Agent and the Purchasers in their sole discretion in accordance with Section 10.02), and the designation of the additional Issuer shall thereupon be effective.

Appears in 1 contract

Sources: Note Purchase Agreement (Gauzy Ltd.)

Additional Issuers. (a) Subject to compliance with any applicable “know your customer” and anti-money laundering rules and regulations reasonably requested by any Purchaser, the Company may request that the Company or any other Note Party that is not an Issuer and that is approved by the Administrative Agent (on the instructions of the Required Purchasers) become an Issuer, subject to: (i) delivery of an Officer’s Certificate of the proposed additional Issuer, certifying: (A) attached to such certificate is a correct and complete copy of resolutions duly adopted by the board of directors, member(s), partner(s) or other authorized governing body of such Person (as applicable) authorizing such Person to become an additional Issuer pursuant to the Agreement, and that such resolutions or other evidence of authority have not been modified, rescinded or amended and are in full force and effect; (B) that the certificate of incorporation, certificate of formation, charter or other Organizational Documents (as the case may be) referred to in Section 4.01(ii)(A4.01(b)(ii)(A) below for such Person has not been amended since the date of the certification furnished pursuant to Section 4.01(ii4.01(b)(ii) below; and (ii) No Default or Event of Default shall have occurred and be then continuing. (b) The Administrative Agent shall notify the Company and the Purchasers promptly upon being satisfied that the conditions specified in clause (a) above are satisfied (or waived by the Administrative Agent and the Purchasers in their sole discretion in accordance with Section 10.02), and the designation of the additional Issuer shall thereupon be effective.

Appears in 1 contract

Sources: Note Purchase Agreement (Gauzy Ltd.)