AND DELIVERY OF DOCUMENTS. IT WAS RESOLVED that: (a) it would promote the success of the Company for the benefit of its members as a whole to enter into the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Senior Bridge Facility Agreement, Senior Secured Bridge Facility Agreement, TLB Credit Agreement and Revolving Facilities Agreement and the security as set out in the Debenture and the Second Ranking Share Charge; (b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved; (c) the execution, delivery and performance on behalf of the Company of any of the Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit); (d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded; (e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, notice of borrowing, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be); (f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company: (i) those Documents to which the Company is a party and which require execution as a deed; (ii) any and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, in the form of the drafts produced to the meeting or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit; (g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Facilities Agreements; (h) Corporation Service Company, New York, NY, or another similar entity with offices in New York be authorized and appointed to act as the Company’s service of process agent in the United States under the TLB Credit Agreement and any other document as may be required under the provisions of the TLB Credit Agreement for the Company to receive notices and communications, and each Authorised Signatory be authorised to, if required, execute and deliver a letter of appointment of the service of process agent for the Company; (i) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), or (e) above; (j) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and (k) all acts and things heretofore done by any Authorised Signatory or by any employees or agents of the Company and any subsidiary or any of its subsidiaries, on or before the date hereof in connection with the transactions contemplated by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respects.
Appears in 1 contract
Sources: Senior Bridge Facility Agreement
AND DELIVERY OF DOCUMENTS. IT WAS RESOLVED We, the undersigned, being the directors of the Company, and the only persons entitled to receive notice, attend and vote at a meeting of the Board, subject to the passing of the Resolutions by the sole shareholder of the Company, RESOLVE that:
(a) it would promote the success of the Company for the benefit of its members as a whole to enter into the transactions contemplated by the Documents Transaction and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Senior Bridge Facility Agreement, Senior Secured Bridge Facility Agreement, TLB Credit Agreement relevant Transaction Documents and Revolving Facilities Agreement and to grant the security as set out in the Debenture and the Second Ranking Share Chargerelevant Transaction Documents;
(b) the terms of and the transactions and matters contemplated by each Transaction Document be and they are hereby approved;
(c) the execution, delivery and performance on behalf of the Company of any of the Transaction Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting Board or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit);
(d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Transaction Documents to which the Company is a party and which require execution under hand and to do such other things as he that director may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting herein are still in effect and have not been varied or rescinded;
(e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Lenders (as defined in the Senior Facilities Agreement) or any other person may require in connection with any of the Transaction Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificatejoinder, accession, agreement, any bank mandate, any drawdown notice or utilisation request, notice of borrowingnotice, any hedging agreement, any fee letter, any designation noticepayment instructions, any deeds of release, any payment instructions deed of indemnity and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be);
(f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company:
(i) those Transaction Documents to which the Company is a party and which require execution as a deed;
(ii) any and all deeds which may be required pursuant to or in connection with the Documents or the AcquisitionTransaction Documents, in each case, in the form of the drafts produced to the meeting Board or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit;
(g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Facilities Agreements;
(h) Corporation Service Company, New York, NY, or another similar entity with offices in New York be authorized and appointed to act as the Company’s service of process agent in the United States under the TLB Credit Agreement and any other document as may be required under the provisions of the TLB Credit Agreement for the Company to receive notices and communications, and each Authorised Signatory be authorised to, if required, execute and deliver a letter of appointment of the service of process agent for the Company;
(i) each Authorised Signatory be and he is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (ef) above;
(jh) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and
(ki) all acts and things heretofore done by any Authorised Signatory or by any employees or agents of the Company and any subsidiary or any of its subsidiaries, on or before the date hereof in connection with the transactions contemplated by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respects.
Appears in 1 contract
Sources: Formalities Certificate