Corporate authorisations copies of resolutions of the directors of the Borrower and of the directors and shareholders of each other Security Party approving such of the Security Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Security Party as:
(i) being true and correct;
(ii) being duly passed at meetings of the directors of such Security Party and of the shareholders of such Security Party each duly convened and held;
(iii) not having been amended, modified or revoked; and
(iv) being in full force and effect, together with originals or certified copies of any powers of attorney issued by any Security Party pursuant to such resolutions;
Corporate authorisations. All necessary authorisations for the execution, delivery and performance by the Seller of this agreement in accordance with its terms have been obtained or will be obtained before Completion.
Corporate authorisations. In relation to each of the Relevant Parties:
Corporate authorisations copies of resolutions of the directors and stockholders of each Security Party approving such of the Underlying Documents and the Security Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party’s obligations thereunder, certified (in a certificate dated no earlier than the date of this Agreement) by an officer of such Security Party as:
(a) being true and correct;
(b) being duly passed at meetings of the directors of such Security Party and of the stockholders of such Security Party duly convened and held;
(c) not having been amended, modified or revoked; and
(d) being in full force and effect, together with originals or certified copies of any powers of attorney issued by any Security Party pursuant to such resolutions;
Corporate authorisations. EBRD shall have received certified copies of all corporate (including, if required, shareholder) Authorisations necessary for the due execution, delivery and performance of the Financing Agreements, and any other documents in implementation thereof, by the Borrower and, at the request of EBRD, any other parties thereto and for the transactions contemplated thereby, including the authorisations of the persons signing the Financing Agreements to sign such documents and to bind the respective parties thereby.
Corporate authorisations copies of resolutions of the directors of each Security Party approving this Agreement and the Security Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party's obligations thereunder, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Security Party as:
Corporate authorisations. (a) Purchaser has obtained all corporate authorisations and (other than to the extent relevant to the Closing Conditions) all other governmental, statutory, regulatory or other consents, licences and authorisations required to empower it to enter into and perform its obligations under this Agreement where failure to obtain them would adversely affect to a material extent its ability to enter into and perform its obligations under this Agreement.
(b) This Agreement and each of the Transaction Documents to which Purchaser is or will be a party will, when executed, constitute legal, valid and binding obligations of Purchaser in accordance with their terms.
Corporate authorisations. In respect of the Parent:
(A) Company certificate (or similar);
(A) Articles of Association, Certificate of Incorporation and By-laws (or equivalent);
(B) Updated Good Standing Certificate (or similar);
(C) Resolutions passed at a board meeting of the Parent evidencing:
(i) the approval of the terms of this letter; and
(ii) the authorisation of its appropriate officer or officers or other representatives to execute this letter and any other documents necessary for the transactions contemplated by this letter, on its behalf;
(D) Certified true copies of valid proof of identity in respect of the persons signing on behalf of the Parent; and
(E) Officer’s certificate, including, but not limited to, certification of the relevant corporate documents, specimen signatures of each person signing on behalf of the Parent and confirmations on solvency. In respect of the Hong Kong Obligor:
(F) Company certificate (or similar);
(G) Articles of Association, Certificate of Incorporation and By-laws (or equivalent);
(H) Certificate of continuing registration (or similar);
(I) Board and shareholders resolution of the Hong Kong Obligor evidencing (i) the approval of the terms of, and the transactions contemplated by, this letter; and (ii) the authorisation of the Parent to execute this letter on its behalf; and
(J) Officer’s certificate, including, but not limited to, certification of the relevant corporate documents and specimen signatures of each person signing on behalf of the Hong Kong Obligor. In respect of each Xxxxxxxx Islands Obligor:
(K) Company certificate (or similar);
(L) Articles of Association, Certificate of Incorporation and By-laws (or equivalent);
(M) Board and shareholders resolutions of each Xxxxxxxx Islands Obligor evidencing the approval of the terms of, and the transactions contemplated by, this letter, and the authorisation of the Parent to execute this letter;
(N) A certificate of good standing issued by the Registrar of Corporations of the Republic of the Xxxxxxxx Islands as to the good standing of each Xxxxxxxx Islands Obligor; and
(O) Officer’s certificate, including, but not limited to, certification of the relevant corporate documents and specimen signatures of each person signing on behalf of each Xxxxxxxx Islands Obligor.
Corporate authorisations. EBRD shall have received certified copies of all corporate Authorisations (including any board of directors and/or shareholders resolutions and the board of directors’ ratification resolutions, if the case) and documents (including the evidence of proper performance of the convening procedures and meeting minutes) necessary for the due execution, delivery and performance of the Financing Agreements (other than the Existing Loan Agreements) and the Delegation Contract, and any other documents in implementation thereof, by the Borrower and the City and, at the request of EBRD, any other parties thereto and for the transactions contemplated thereby, including the authorisations of the persons signing the Financing Agreements (other than the Existing Loan Agreements) and the Delegation Contract to sign such documents and to bind the respective parties thereby, and the evidence that the Borrower’s shareholders resolutions approving the Financing Agreements and the Delegation Contract have been registered with the relevant Commercial Registry and have been published with the Official Gazette of Romania, Part IV.
Corporate authorisations a. A copy of the constitutional documents of Jersey Topco, Jersey Midco I, Jersey Midco II, UK Bidco, the Company, Lebara and each Existing Guarantor (together, the “Restructuring Debtors”), including, in the case of Jersey Topco, Jersey Midco I and Jersey Midco II, all consents issued under COBO.
b. A copy of a resolution of the board of directors/managers of each Restructuring Debtor:
(i) approving the terms of, and the transactions contemplated by, this Agreement and each other Implementation Document to be entered into in connection with this Agreement to which it is a party and resolving that it execute all such documents;
(ii) authorising a specified person or persons to execute each Implementation Document to which it is a party;
(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Implementation Document; and
(iv) in the case of a Restructuring Debtor other than the Company, authorising the Company to act as its agent in connection with the Implementation Documents.
c. A copy of the resolution of the shareholders or managers (as applicable) of each Restructuring Debtor (except for Yokara Global Trademarks S.à x.x. and Yokara Trademarks S.à x.x.), if applicable in its jurisdiction of incorporation:
(i) approving the terms of, and the transactions contemplated by, this Agreement (including any change of the articles of association of such Restructuring Debtor (if applicable)) and each other Implementation Document to be entered into in connection with this Agreement to which it is a party and resolving that it execute all such documents;
(ii) authorising a specified person or persons to execute the Implementation Documents to which such Restructuring Debtor is party;
(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this Agreement and such other Implementation Documents; and
(iv) (in relation to the Company only) a resolution of the general meeting of shareholders of the Company, resolving upon the issuance of shares effectuated through the Deed of Issue of Shares set out paragraph 14 of Schedule 3.
d. A specimen of the signature of each person authorised by the resolution referred to in paragraphs b and c above to execute the Implementation Documents to which such Restructuring Debtor is party.
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