Appointment Documents. On or before the Effective Date, Company will provide the appointment and corporate authority documents as set out separately by Agent, including but not limited to the following:
(a) Board resolution appointing Trust Company as the transfer agent;
(b) Board resolution and/or certificate of incumbency designating officers or other designated persons of Company authorized to sign written instructions and requests and, if applicable, Share certificates, in connection with this Agreement (each, an “Authorized Person”);
(c) An opinion of counsel for Company addressed to Agent as mutually agreed upon by both parties, concerning, without limitation, Company’s legal status under applicable law and legal status of the Shares, including whether the applicable offering of Shares is registered or exempt from registration;
(d) A certificate of Company as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; and
(e) A complete and accurate register of Shareholders.
Appointment Documents
