Formalities Certificate Sample Clauses

Formalities Certificate. (a) A Formalities Certificate of the Parent (i) attaching the memorandum and articles of association in the agreed form to be adopted by the Parent prior to the Unconditional Date, (ii) attaching a certified copy of a resolution of the directors of the Parent appointing each member of the board as a director and (iii) confirming there has been no change to the documents delivered pursuant to paragraph 1 of schedule 4 (except as referred to in (i) above) and that such documents remain true and complete and are in full force and effect as at the date of such Formalities Certificate (which date shall be no earlier than the date of execution of the Warrant Instrument); and (b) A Formalities Certificate of Loan Noteco (i) attaching a certified copy of a resolution of the directors of the Parent appointing each member of the board as a director and (ii) confirming there has been no change to the documents delivered pursuant to paragraph 1 of schedule 4 in respect of Loan Noteco and that such documents remain true and complete and are in full force and effect as at the date of such Formalities Certificate. Part 3 - Conditions subsequent relating to the granting of security
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Formalities Certificate. A certificate from each Obligor in substantially the form set out in Schedule 9 (Form of Formalities Certificate) signed by an Authorised Signatory of each Obligor which shall have attached to it the documents referred to in such certificate, including the constitutional documents (and evidencing any amendments that have been required to be made by the Facility Agent in any jurisdiction) of each Obligor and board or managers (gérants) and (if required by applicable law or the constitutional documents of the relevant Obligor) shareholders’ and/or partners’ resolutions approving the Finance Documents to which each Obligor is a party, all such documents to be in the agreed form.
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Formalities Certificate. ​ A certificate from the Borrower (signed by an authorised signatory): (a) confirming that there has been no amendment to its constitutional documents since 2 June 2021 or, if there has been any such amendment, attaching a certified copy of such amended constitutional documents; (b) confirming that the extract of resolutions of the board of directors of the Borrower passed on 17 May 2021 (the "Directors Resolutions") is a true and correct copy of the extract of the resolutions of the board of directors of the Borrower which have been duly adopted by or on behalf of each director of the Borrower. Each of the resolutions set out in the Directors Resolutions remain in full force and effect without modification and the Directors Resolutions constitute all corporate action necessary on the part of the Company to approve this agreement and to authorise the signing of this Agreement and the giving of any communications or the taking of any other action required under or in connection with this agreement on behalf of the Borrower; ​ (c) confirming that the persons listed in Annexure I of the officer's certificate delivered pursuant to the Facilities Agreement on 4 June 2021 (the "Original Officer's Certificate") occupy the positions stated against their respective names (and were occupying those positions on the date of this agreement) and that any one of them has in the Directors Resolutions been authorised to sign this agreement and all other documents in connection with this agreement and the signatures appearing opposite their names in the Original Officer's Certificate are their true specimen signatures. ​ (d) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments in accordance with the terms of the Amended Facilities Agreement would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded; ​ (e) certifying that each copy document relating to it specified in this schedule is correct, complete and in full force and effect as at a date no earlier than the date of this agreement.
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Formalities Certificate. 4.1 A formalities certificate (in the form set out in Schedule 3) signed by a duly authorised officer of each Obligor stating that, amongst others: 4.1.1 the warranties and representations given by it in clause 18 (Representations) of the Revolving Credit Facility Agreement shall be correct in all material respects on the Amendment Date; 4.1.2 no Event of Default shall have occurred and be continuing as at the Amendment Date which is continuing; 4.1.3 as at the Amendment Date it is solvent and is able to meet its liabilities as and when they fall due; and 4.1.4 entering into this Amendment Agreement would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded. 4.2 A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the Amendment Date. 4.3 A specimen of the signature of each person authorised by the resolutions referred to in paragraph 1 above to sign on behalf of an Obligor.
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Formalities Certificate. A certificate from the Parent: (a) attaching a copy of its constitutional documents (or confirming that its constitutional documents previously delivered to the Agent under the Debt Documents have not been amended in any material respect); (b) attaching a copy of a resolution of its board of directors or equivalent body (to the extent applicable): (i) approving the terms of, and the transactions contemplated by, this Agreement and the Amended and Restated Intercreditor Agreement; (ii) authorising a specified person or persons to execute this Agreement and related documents; and (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with this Agreement to which it is a party; (c) attaching a specimen of the signatures of each person authorised by the resolutions referred to in paragraph (b) above in relation to this Agreement and related documents; and (d) certifying that each copy document relating to it specified in this Schedule 1 being delivered by it is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.
Sample 1
Formalities Certificate. A certificate in the agreed form from each Existing Obligor signed by its finance director and secretary: (a) confirming that there has been no amendment to its constitutional documents since 26 July 2002 or, if there has been any such amendment, attaching a certified copy of the constitutional documents of that Existing Obligor; (b) attaching a certified copy of the resolution of the directors of that Existing Obligor (or equivalent) approving the matters contemplated by this agreement and approving the execution, delivery and performance of this agreement and authorising named persons to sign this agreement and any documents to be delivered by that Existing Obligor under this agreement; and (c) attaching certified copies of all other resolutions, authorisations, approvals, consents, licences, exemptions, filings, registrations, required in connection with the entry into, performance, validity and enforceability of this agreement or certifying that none are required.
Sample 1

Related to Formalities Certificate

  • Trustee's Certificate On or as soon as practicable after each Record Date as of which Receivables shall be assigned to the Depositor or the Servicer pursuant to Section 10.14, the Trustee shall execute a Trustee's Certificate, based on the information contained in the Servicer's Certificate for the related Collection Period, amounts deposited to the Collection Account and notices received pursuant to this Agreement, identifying the Receivables repurchased by the Depositor pursuant to Section 3.02 or purchased by the Servicer pursuant to Section 4.07 or Section 11.02 during such Collection Period, and shall deliver such Trustee's Certificate, accompanied by a copy of the Servicer's Certificate for such Collection Period, to the Depositor or the Servicer, as applicable. The Trustee's Certificate submitted with respect to such Distribution Date shall operate, as of such Distribution Date, as an assignment, without recourse, representation or warranty, to the Depositor or the Servicer, as applicable, of all the Trustee's right, title and interest in and to any such Repurchased Receivable and to the other property conveyed to the Trust with respect thereto, and all security and documents relating thereto, such assignment being an assignment outright and not for security.

  • The Securities Certificates (a) The Preferred Securities Certificates shall be issued in minimum denominations of $100,000 Liquidation Amount and integral multiples of $1,000 in excess thereof, and the Common Securities Certificates shall be issued in minimum denominations of $10,000 Liquidation Amount and integral multiples of $1,000 in excess thereof. The Securities Certificates shall be executed on behalf of the Trust by manual or facsimile signature of at least one Administrative Trustee. Securities Certificates bearing the signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign such Securities Certificates on behalf of the Trust shall be validly issued and entitled to the benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Securities Certificates or did not have such authority at the date of delivery of such Securities Certificates. (b) On the Closing Date, upon the written order of an authorized officer of the Depositor, the Administrative Trustees shall cause Securities Certificates to be executed on behalf of the Trust and delivered, without further corporate action by the Depositor, in authorized denominations. (c) The Preferred Securities issued to QIBs/QPs shall be, except as provided in Section 5.6, Book-Entry Preferred Securities issued in the form of one or more Global Preferred Securities registered in the name of the Depositary, or its nominee and deposited with the Depositary or a custodian for the Depositary for credit by the Depositary to the respective accounts of the Depositary Participants thereof (or such other accounts as they may direct). The Preferred Securities issued to a Person other than a QIB/QP shall be issued in the form of Definitive Preferred Securities Certificates. (d) A Preferred Security shall not be valid until authenticated by the manual signature of an authorized signatory of the Property Trustee. Such signature shall be conclusive evidence that the Preferred Security has been authenticated under this Trust Agreement. Upon written order of the Trust signed by one Administrative Trustee, the Property Trustee shall authenticate the Preferred Securities for original issue. The Property Trustee may appoint an authenticating agent that is a U.S. Person acceptable to the Trust to authenticate the Preferred Securities. A Common Security need not be so authenticated and shall be valid upon execution by one or more Administrative Trustees. The form of this certificate of authentication can be found in Section 5.13.

  • Definitive Preferred Securities Certificates If (i) the Depositor advises the Trustees in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Preferred Securities Certificates, and the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustees in writing that it elects to terminate the book-entry system through the Clearing Agency, then the Administrative Trustees shall notify the Clearing Agency and Holders of the Preferred Securities. Upon surrender to the Administrative Trustees of the typewritten Preferred Securities Certificate or Certificates representing the Book-Entry Preferred Securities Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees or any one of them shall execute and authenticate the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Securityholders. The Definitive Preferred Securities Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by the execution thereof by the Administrative Trustees or any one of them.

  • TRUST SECURITIES CERTIFICATES 23 SECTION 5.1. Initial Ownership............................................23 SECTION 5.2. The Trust Securities Certificates............................23 SECTION 5.3. Execution and Delivery of Trust Securities Certificates......23 SECTION 5.4. Registration of Transfer and Exchange of Preferred Securities Certificates............................24 SECTION 5.5. Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates................................24 SECTION 5.6. Persons Deemed Securityholders...............................25 SECTION 5.7. Access to List of Securityholders' Names and Addresses.....

  • The Trust Securities Certificates The Preferred Securities Certificates shall be issued in minimum denominations of $25 Liquidation Amount and integral multiples of $25 in excess thereof, and the Common Securities Certificates shall be issued in denominations of $25 Liquidation Amount and integral multiples thereof. The Trust Securities Certificates shall be executed on behalf of the Trust by manual signature of at least one Administrative Trustee. Trust Securities Certificates bearing the manual signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a Securityholder, and shall be entitled to the rights and subject to the obligations of a Securityholder hereunder, upon due registration of such Trust Securities Certificate in such transferee's name pursuant to Sections 5.4, 5.11 and 5.13.

  • Registration of Transfer and Exchange of Preferred Securities Certificates The Securities Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.08, a Securities Register in which, subject to such reasonable regulations as it may prescribe, the Securities Registrar shall provide for the registration of Preferred Securities Certificates and the Common Securities Certificates (subject to Section 5.10 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Preferred Securities Certificates as herein provided. The Property Trustee shall be the initial Securities Registrar. Upon surrender for registration of transfer of any Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.08, the Administrative Trustees shall execute, authenticate and deliver in the name of the designated transferee or transferees one or more new Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of authentication by the Administrative Trustee or Trustees. The Securities Registrar shall not be required to register the transfer of any Preferred Securities that have been called for redemption. At the option of a Holder, Preferred Securities Certificates may be exchanged for other Preferred Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 5.08. Every Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Trustees and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Preferred Securities Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Securities Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Preferred Securities Certificates, but the Securities Registrar or the Administrative Trustees may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Preferred Securities Certificates.

  • Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates If (a) any mutilated Trust Securities Certificate shall be surrendered to the Securities Registrar, or if the Securities Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Securities Certificate and (b) there shall be delivered to the Securities Registrar and the Administrative Trustees such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Trust Securities Certificate shall have been acquired by a bona fide purchaser, the Administrative Trustees, or any one of them, on behalf of the Trust shall execute and make available for delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust Securities Certificate of like class, tenor and denomination. In connection with the issuance of any new Trust Securities Certificate under this Section, the Administrative Trustees or the Securities Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Trust Securities Certificate issued pursuant to this Section shall constitute conclusive evidence of an undivided beneficial interest in the assets of the Trust, as if originally issued, whether or not the lost, stolen or destroyed Trust Securities Certificate shall be found at any time.

  • CUSTODIAN’S CERTIFICATE State Street Bank and Trust Company, as custodian for the Acquired Fund (the "Custodian"), shall deliver at the Closing a certificate of an authorized officer stating that: (a) the Acquired Fund's portfolio securities, cash, and any other assets have been delivered in proper form to the Acquiring Fund on the Closing Date; and (b) all necessary taxes including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have been made, in conjunction with the delivery of portfolio securities by the Acquired Fund.

  • Form of Securities and Trustee’s Certificate The Securities of any series and the Trustee’s certificate of authentication to be borne by such Securities shall be substantially of the tenor and purport as set forth in one or more indentures supplemental hereto or as provided in a Board Resolution, and set forth in an Officer’s Certificate, and they may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange on which Securities of that series may be listed, or to conform to usage.

  • Beneficial Ownership of Shares; Certificate Registration The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all shares acquired by the Participant pursuant to the exercise of the Option. Except as provided by the preceding sentence, a certificate for the shares as to which the Option is exercised shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

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