Shareholder and management documents Sample Clauses

Shareholder and management documents. (a) A copy of each of the Shareholders Documents (substantially reflecting the terms of the Shareholder Terms, where applicable) executed by the parties to those documents, including the Borrower, the Holdco Pledgors and Holdco. (b) A copy of the Shareholder Terms in agreed form (provided the delivery by the Company of the same to the LBO Facility Agent under the LBO Facility shall be deemed to constitute the delivery of the same by the Borrower to the Facility Agent under the Facility). (c) A certificate of the Borrower (signed by a director) certifying that:

Shareholder and management documents. (a) A copy of the final form of the Holdco Shareholders Agreement (substantially reflecting the terms of the Shareholder Terms, where applicable) agreed by the parties thereto. (b) A copy of the Shareholder Terms (provided that the delivery of the Shareholder Terms by the Company to the LBO Facility Agent under the LBO Facility Agreement shall be deemed to constitute delivery of the same by the Borrower to the Facility Agent pursuant to this Agreement but for the avoidance of doubt, the representations, warranties and requirements relating to the Shareholder Terms under the Finance Documents shall apply to the Shareholder Terms so deemed to be delivered by the Borrower to the Facility Agent). (c) A certificate of the Borrower (signed by a director) certifying that: (i) the Sponsors and other co-investors, in the aggregate, directly or indirectly will, on the Closing Date, wholly-own (other than nominal holdings and directors’ qualifying shares) each class of the Equity Interests in Holdco; (ii) Holdco directly wholly-owns each class of the issued share capital of the Parent; and (iii) the Parent directly wholly-owns each class of the issued share capital of Mergerco, and certifying the Equity Interests (of each class) in Holdco that will on the Closing Date be beneficially owned by the Borrower and the Holdco Pledgors.