Formalities certificates. A certificate from the Additional Guarantor signed by its authorised signatories attaching, in relation to the Additional Guarantor, the following documents:
a) a copy of the constitutional documents of the Additional Guarantor;
b) a certified copy of the board resolution and/or shareholders’ resolution, as the case may be, of the Additional Guarantor approving the transactions and matters contemplated by the Agreement, security, the other finance documents and the transaction documents to which the Additional Guarantor is or is to be a party and approving the execution, delivery and performance of each and authorising named persons to sign the Secured Finance Documents and the transaction documents to which it is or is to be a party and any documents to be delivered by the Additional Guarantor under any of the same, and authorising the pledge of its shares by its shareholder;
c) a specimen of signature or copy of passport of each person executing any Secured Finance Document or any other document to which the Additional Guarantor is or will be a party;
d) if customary in the relevant jurisdiction, other appropriate corporate documentation relevant to the applicable jurisdiction of the Additional Guarantor or its constitutional documents; and
e) if customary in the relevant jurisdiction, a certificate of good standing in respect of the Additional Guarantor.
Formalities certificates a certificate from each Obligor entering into any Senior Finance Document in the form set out in Schedule 12 (Formalities Certificate) or such other form approved by the Facility Agent signed by an authorised director, the secretary or any other authorised officer of such Obligor which shall have attached to it the documents referred to in such certificate including, without limitation, the constitutional documents of such Obligor and shareholder, board and works council resolutions (if applicable) and/or other relevant internal resolution approving the execution, delivery and performance of such Senior Finance Document to which such Obligor is a party, all such documents to be in the agreed form.
Formalities certificates a certificate from each Obligor in a form approved by the Facility Agent signed by an authorised director, the secretary or any other authorised officer which shall have attached to it the constitutional documents of each Obligor and a certificate from each Obligor acceding to this Agreement and the Intercreditor Deed on or before the Completion Date and/or entering into the Initial Security Documents in the form set out in Schedule 12 (Formalities Certificate) or such other form approved by the Facility Agent signed by an authorised director, the secretary or any other authorised officer of such Obligor which shall have attached to it the documents referred to in such certificate including, without limitation, the constitutional documents of such Obligor and shareholder, board and works council resolutions (if applicable) and/or other relevant internal resolution approving the execution, delivery and performance of the Senior Finance Documents (including, without limitation, this Agreement, the Intercreditor Deed and the Initial Security Documents) to which such Obligor is a party, all such documents to be in the agreed form (including, without limitation, all documentation required in relation to financial assistance laws (if applicable).
Formalities certificates. A certificate in the agreed form from each Existing Obligor signed by a director or, in the case of the US Obligors other than Next Fifteen Communications Corporation, a manager and, in the case of Next Fifteen Communications Corporation, an officer:
(a) in the case of each US Obligor, attaching copy of the up-to-date constitutional documents of such US Obligor;
(b) confirming that there has been no amendment to its constitutional documents since 2 September 2021 or, if there has been any such amendment, attaching a certified copy of the constitutional documents of such Existing Obligor (save where already provided pursuant to paragraph (a) above);
(c) attaching a copy of the resolution of its board of directors or managers, as applicable:
(i) approving the terms of and the transactions contemplated by this agreement and resolving that it execute, deliver and perform the Finance Documents to which it is a party;
(ii) authorising a specified person or persons to execute the Finance Documents to which it is a party and any documents to be signed or delivered under it; and
(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party;
(d) including a specimen of the signature of each person authorised by the resolution referred to in paragraph (c) above;
(e) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded;
(f) certifying that each copy document relating to it (or its Subsidiary in the case of any register of members provided in respect of its Subsidiary) specified in this schedule 3 is correct, complete and in full force and effect as at a date no earlier than the date of this agreement;
(g) attaching copies of all Authorisations required in connection with the entry into and performance of the Finance Documents or for the validity and enforceability of any Finance Document; and
(h) a copy of the certificate of good standing (including verification of tax status, if available) of each US Obligor from such US Obligor's jurisdiction of organisation.
Formalities certificates a certificate from each Additional Obligor in the form set out in Schedule 6, or such other form as may be agreed by the Agent and the Additional Obligor, signed by an authorised director or the secretary of such additional Obligor or, in the case of an Additional Obligor incorporated in any state of the USA, a duly appointed officer of such Additional Obligor which in each case shall have attached to it the documents referred to in such certificate, including, without limitation, the documents for such Additional Obligor referred to in paragraphs 3, 4, 5 and 6 below, all such documents to be in the agreed form (including, without limitation, all documentation required in relation to financial assistance laws (if applicable)) and shall contain a confirmation that no borrowing, guarantee or similar limit binding on the Additional Obligor will be exceeded by its entry into and performance of the Senior Finance Documents to which it is a party;
Formalities certificates. A certificate from the Additional Guarantor signed by its authorised signatories attaching, in relation to the Additional Guarantor, the following documents: a) a copy of the constitutional documents of the Additional Guarantor; b) a copy of the board resolution or shareholders’ resolution, as the case may be, of the Additional Guarantor approving the transactions and matters contemplated by the Agreement, security, the other finance documents and the transaction documents to which the Additional Guarantor is or is to be a party and approving the execution, delivery and performance of each and authorising named persons to sign the Senior Finance Documents and the transaction documents to which it is or is to be a party and any documents to be delivered by the Additional Guarantor under any of the same, and authorising the pledge of its shares by its shareholder; c) a specimen of signature of each person executing any Finance Document or any other document to which the Additional Guarantor is or will be a party; and d) if customary in the relevant jurisdiction, other appropriate corporate documentation relevant to the applicable jurisdiction of the Additional Guarantor s.
Formalities certificates a certificate from the Company and the Parent (signed by an authorised signatory) certifying that: (i) each copy document referred in paragraphs (a), (b) and (c) above is correct, complete and (to the extent executed) in full force and effect and has not been amended or superseded; and (ii) borrowing or securing (as applicable) the Total Interim Commitments would not cause any borrowing or securing or similar limit binding on it (as applicable) to be exceeded, and in the case of the Company only, certifying that: (A) (1) if the Acquisition is effected by way of a Scheme, (1) confirming that the Scheme Court Order has been handed down and duly filed on behalf of the Target with the Registrar, (2) attaching a copy of the Scheme Court Order and (3) attaching a copy of the press announcement release by the Target announcing that the Scheme has Satisfied in respect of paragraph (d)(i) and (ii). Agreed form in respect of paragraph (d)(A) and (B). Paragraph reference in CP Schedule Document / evidence Status become effective in accordance with its terms; or (2) if the Acquisition is effected by way of an Offer, (1) attaching copies of the Offer Documents and (2) attaching the press announcement release by the Target announcing that the Offer has been declared unconditional, provided that no Scheme Document or Offer Document will be required to be in form and substance satisfactory to the Interim Finance Parties if (where relevant) they are consistent with the Approved Press Release in all material respects (except for any inconsistency resulting from any Required Amendment and/or an Amendment which is not a Materially Adverse Amendment) and provided further that no Scheme Court Order or press announcement release referred to in this paragraph (A) will be required to be in form and substance satisfactory to the Interim Finance Parties; and (B) the total amount of the Sponsor Equity Investment on the Closing Date shall be in aggregate at least equal to fifty (50) per cent. of the funded capital structure at the Closing Date (the “funded capital structure” being the sum of the Sponsor Equity Investment plus the aggregate amount of the Unitranche Facility).
Formalities certificates a certificate from each Obligor and the Issuer in substantially the form set out in Schedule 10 signed by an authorised director or in the case of a US Obligor, a duly appointed officer of such person, which in each case shall have attached to it the documents referred to in such certificate including, without limitation, the constitutional documents of such person and board and shareholder resolutions (if required) approving the Yell Transaction Documents to which such person is a party all such documents to be in the agreed form (including, without limitation, all documentation required in relation to financial assistance laws (if applicable).
Formalities certificates. A certificate in the agreed form from each Obligor signed by its chief financial officer (or as the case may be its chief executive officer) attaching, in relation to the relevant Obligor, the following documents:
(a) a certified copy of the statuts and extrait K-bis of the Obligor and, in respect of Antargaz only, of each of the Subsidiaries of Antargaz whose shares are pledged pursuant to the Senior Finance Documents;
(b) a certified copy of the resolution of the board of directors of the Obligor (or equivalent) approving the transactions and matters contemplated by the Senior Finance Documents to which that Obligor is or is to be a party and approving the execution, delivery and performance of each and authorising named persons to sign the Senior Finance Documents to which it is or is to be a party and any documents to be delivered by that Obligor under any of the same; and
(c) if required under its constitutional or governing documents, a certified copy of a resolution of the shareholders' meeting of the Obligor approving the transactions and matters contemplated by the Senior Finance Documents to which that Obligor is or is to be a party.
Formalities certificates. A certificate from each Obligor, Crescent and Shurgard Europe in the form set out in Schedule 10 signed by an authorised director and the secretary (or equivalent) of such entity attaching the documents referred to in such certificate including copies of the constitutive documents of the relevant entity and any necessary board and shareholder resolutions or resolutions of the management or supervisory boards of such entity approving the Transaction Documents to which such entity is a party all such documents to be in the agreed form.
