TO BE DELIVERED BEFORE THE FIRST REQUEST. Corporate documentation
1. A copy of the constitutional documents of each Obligor.
2. A copy of a resolution of the board of directors and a resolution of the shareholders (if applicable) of each Obligor approving the terms of, and the transactions contemplated by, this Agreement and each other Finance Document to which it is a party, and in case of the Company, if there is a conflict of interest (tegenstrijdig belang) designating each member of the managing board of the Company and any attorney-in-fact to whom a power of attorney has, or will be granted, in connection with the transactions contemplated by this Agreement and each other Finance Documents, as a special representative.
3. A specimen of the signature of each person authorised on behalf of an Obligor to enter into or witness the entry into of any Finance Document or to sign or send any document or notice in connection with any Finance Document.
4. If applicable, an unconditional positive works council advice (advies) in respect of the transactions contemplated by this Agreement and each other Finance Document.
5. For the Original Guarantor, a good standing certificate issued as of a recent date by the Secretary of State of the State of Delaware.
6. A certificate of an authorised signatory of the Company certifying that each copy document 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.
7. Evidence that the agent of the Obligors under the Finance Documents for service of process in England and Wales has accepted its appointment.
8. A legal opinion of Xxxxx & Overy LLP, legal advisers in The Netherlands to the Arrangers and the Facility Agent, addressed to the Finance Parties.
9. A legal opinion of Xxxxx & Xxxxx LLP, legal advisers in England and Wales to the Arrangers and the Facility Agent, addressed to the Finance Parties.
10. A legal opinion of Xxxxxxx Xxxx Slate Xxxxxxx & Xxxx LLP, legal advisers in the State of Delaware to the Obligors, addressed to the Finance Parties.
11. Evidence that all fees and expenses then due and payable from the Company under this Agreement have been or will be paid by the first Utilisation Date.
12. Evidence that the Xxxx Xxx Corporate Facility has been prepaid and cancelled in full.
13. Evidence that the Bridge Facilities have been repaid or prepaid and cancelled in full.
14. Evidence that the Separation Date has occurred.
15. Evidence that an amount of debt securities issued by...
TO BE DELIVERED BEFORE THE FIRST REQUEST. The Borrower
TO BE DELIVERED BEFORE THE FIRST REQUEST. 1. Each Obligor
(a) A copy of the memorandum and articles of association and certificate of incorporation of each Obligor.
(b) A copy of a resolution of the board of directors of each Obligor:
(i) approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute this Agreement;
(ii) authorizing a specified person or persons to execute this Agreement on its behalf; and
(iii) authorizing 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.
(c) A specimen of the signature of each person authorized by the resolution referred to in paragraph (b) above.
(d) A certificate of a director of each Obligor confirming that the borrowing or guaranteeing, as appropriate, of the Commitment in full would not cause any borrowing or guaranteeing limit binding on it to be exceeded.
TO BE DELIVERED BEFORE THE FIRST REQUEST. Original Obligors
1. A copy of the constitutional documents of each Original Obligor.
2. A copy of a resolution of the board of directors of each Original Obligor approving the terms of, and the transactions contemplated by, this Agreement.
3. A copy of a resolution of the shareholders of Smart Shirts Manufacturers, Limited approving the terms of, and the transactions contemplated by, the Finance Documents
4. A Director's Certificate for each Original Obligor substantially in the form of Part 3 of this Schedule. Legal opinions
5. A legal opinion of Xxxxx & Overy, legal advisers in Hong Kong to the Facility Agent, addressed to the Finance Parties. Other documents and evidence
6. Evidence that all fees and expenses then due and payable from the Company under this Agreement have been or will be paid by the first Utilisation Date.
7. A copy of any other authorisation or other document, opinion or assurance which the Facility Agent (acting reasonably) has notified the Company is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, any Finance Document or for the validity and enforceability of any Finance Document.
TO BE DELIVERED BEFORE THE FIRST REQUEST. Corporate documentation
1. A certified copy of the constitutional documents of each Obligor and each Security Provider (which is not also an Obligor).
2. A certified copy of a resolution of the board of directors of each Obligor and each such Security Provider approving the terms of, and the transactions contemplated by, this Agreement.
3. A certified copy of a resolution of the members of each Obligor (other than the Parent) and each Security Provider (other than TTM International) approving the terms of, and the transactions contemplated by, this Agreement.
4. A Director’s Certificate for each Obligor and each Security Provider substantially in the form of Part 4 of this Schedule.
5. The original certificate of incumbency or registered agent’s certificate issued by the registered agent of each Obligor (other than Aspocomp Xxxx-Xxxx Holdings Limited) registered in the British Virgin Islands, dated not earlier than one month from the date of this Agreement.
6. A copy of the Original Financial Statements.
7. Evidence that the agent of each Obligor and each Security Provider not incorporated in Hong Kong under the Finance Documents for service of process in Hong Kong has accepted its appointment.
1. Copies of this Agreement duly entered into by the parties to it.
2. Copies of each Fee Letter duly entered into by the parties to it.
3. The following Security Documents each duly entered into by the parties to it and undated, held in escrow by Xxxxx & Xxxxx:
(a) the Composite Security Agreement; and
(b) the Composite Share Mortgage.
1. A legal opinion of Xxxxxx Westwood & Riegels, legal advisers in the British Virgin Islands to the Facility Agent, addressed to the Finance Parties.
2. A legal opinion of Xxxxxx Xxxxx LLP, legal advisers in Delaware to the Facility Agent, addressed to the Finance Parties.
3. A legal opinion of Xxxxx & Overy, legal advisers in Hong Kong to the Facility Agent, addressed to the Finance Parties.
1. A certified true copy of the shareholders agreement entered into among the Parent, Meadville Holdings Limited, Su Sih (BVI) Limited, Tang Xxxxxx Xxxxx, Xxxx Xxxxx Xxx, Xxx and Xxxx Xxxx Ming, Mai in respect of the Parent, evidencing that nominees of the Tang Family cannot be removed from the board of directors of the Company as long as the Tang Family holds (directly or indirectly) not less than 15 per cent. of the issued share capital of the Parent.
2. Evidence that all fees and expenses then due and payable from the Borrowers under this Ag...
TO BE DELIVERED BEFORE THE FIRST REQUEST. Corporate documentation
1. A certified copy of the constitutional documents of each Obligor and each Security Provider.
2. A certified copy of a resolution of the board of directors of each Obligor and each Security Provider approving the terms of, and the transactions contemplated by, this Agreement.
3. A certified copy of a resolution of the members of each Obligor (other than the Parent) and each Security Provider (other than TTM International) approving the terms of, and the transactions contemplated by, this Agreement.
4. A Director’s Certificate for each Obligor and each Security Provider substantially in the form of Part 4 of this Schedule.
5. A copy of the most recent unaudited consolidated interim financial statements of each Obligor.
6. Evidence that the agent of each Obligor and each Security Provider not incorporated in Hong Kong under the Finance Documents for service of process in Hong Kong has accepted its appointment.
1. Originals of this Agreement duly entered into by the parties to it.
2. Originals of each Fee Letter duly entered into by the parties to it.
3. An Accession Agreement duly entered into by the Parent, together with all documents and evidence, as listed in Part 2 of this Schedule, in respect of the Parent in connection with such Accession Agreement.
4. An Accession Agreement duly entered into by the Company, together with all documents and evidence, as listed in Part 2 of this Schedule, in respect of the Company in connection with such Accession Agreement.
TO BE DELIVERED BEFORE THE FIRST REQUEST. Original Obligors
1. A copy of the constitutional documents of each Original Obligor.
2. A copy of a resolution of the board of directors of each Original Obligor or (in the case of the Company) a committee of the board of directors approving the terms of, and the transactions contemplated by, this Agreement.
3. If applicable, a copy of a resolution of the board of directors of the Company establishing the committee referred to in paragraph 2 above.
4. A specimen of the signature of each person authorised on behalf of an Original Obligor to execute or witness the execution of any Finance Document or to sign or send any document or notice in connection with any Finance Document.
5. A copy of a resolution signed by all (or any lower percentage agreed by the Facility Agent) of the holders of the issued or allotted shares in the Original Guarantor approving the terms of, and the transactions contemplated by, this Agreement.
6. If applicable, a copy of a resolution of the board of directors of each corporate shareholder in the Original Guarantor approving the terms of the resolution referred to in paragraph 5 above.
7. Evidence that the Company has accepted its appointment under the Finance Documents as agent for service of process on the Original Obligors in England and Wales.
8. A certificate of an authorised signatory of the Company:
(a) confirming that utilising the Total Commitments in full would not breach any limit binding on any Original Obligor; and
(b) certifying that each copy document 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. Legal opinions
1. A legal opinion of Xxxxx & Xxxxx, London legal advisers to the Arranger and the Facility Agent, substantially in the form of Schedule 12, addressed to the Finance Parties.
2. A legal opinion from Xxxxx & Overy, New York, addressed to the Finance Parties. Other documents and evidence
TO BE DELIVERED BEFORE THE FIRST REQUEST. Original Obligors
1. A copy of the articles of association of each Original Obligor.
2. A copy of a resolution of the board of directors of each Original Obligor approving the terms of, and the transactions contemplated by, the Finance Documents(1).
3. A specimen of the signature of each person authorised on behalf of an Original Obligor to execute or witness the execution of any Finance Document or to sign or send any document or notice in connection with any Finance Document.
4. A copy of the minutes of the shareholders’ meeting of each Obligor:
(a) approving for the purposes of article 556 of the Belgian Companies Act, the terms of and transactions contemplated by the Finance Documents, and in particular, the provisions having the effect that an event of default will be triggered and/or that may require an early repayment if there is a change of control; and
(b) authorising named persons to fulfil the formalities with the Registry of the Commercial Court of the registered office of such Obligor following the decision taken in accordance with the above.
5. A certificate of an authorised signatory of the Original Borrower:
(a) confirming that utilising the Total Commitments in full would not breach any limit binding on any Original Obligor; and
(b) certifying that each copy document specified in Part 1 of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the Supplemental Agreement.
6. Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.
7. Evidence that the agent of the Original Obligors under the Finance Documents for service of process in England has accepted its appointment.
1. Each Fee Letter.
TO BE DELIVERED BEFORE THE FIRST REQUEST. Corporate documentation
1. A certified copy of the constitutional documents of each Obligor and each Security Provider.
2. A certified copy of a resolution of the board of directors of each Obligor and each Security Provider approving the terms of, and the transactions contemplated by, this Agreement.
3. A certified copy of a resolution of the members of each Obligor (other than the Parent) and each Security Provider (other than TTM International) approving the terms of, and the transactions contemplated by, this Agreement.
4. A Director’s Certificate for each Obligor and each Security Provider substantially in the form of Part 4 of this Schedule.
5. A copy of the most recent unaudited consolidated interim financial statements of each Obligor.
6. Evidence that the agent of each Obligor and each Security Provider not incorporated in Hong Kong under the Finance Documents for service of process in Hong Kong has accepted its appointment.
1. Originals of this Agreement duly entered into by the parties to it.
2. Originals of each Fee Letter duly entered into by the parties to it.
3. An Accession Agreement duly entered into by the Parent, together with all documents and evidence, as listed in Part 2 of this Schedule (other than an Additional Guarantor Security Agreement and an Additional Guarantor Share Mortgage), in respect of the Parent in connection with such Accession Agreement.
4. An Accession Agreement duly entered into by the Company, together with all documents and evidence, as listed in Part 2 of this Schedule, in respect of the Company in connection with such Accession Agreement.
TO BE DELIVERED BEFORE THE FIRST REQUEST. Legal opinions
1. A legal opinion of Xxxxxxxxxxx & Xxxxxxxx Xxxxxxx Xxxxx Xxxxx LLP, legal advisers in New York to the Original Obligors, addressed to the Finance Parties.
2. An in-house legal opinion of the General Counsel of the Company addressed to the Finance Parties.
3. A legal opinion of XxXxxx XxxxXxxxxx Solicitors, legal advisers in Ireland to the Arrangers and the Facility Agent, addressed to the Finance Parties.
4. A legal opinion of Xxxxx & Overy LLP, Paris, legal advisers in England and Wales to the Arrangers and the Facility Agent, addressed to the Finance Parties.
5. The Original Financial Statements and, if available, the latest audited financial statements of each Original Obligor (other than the Company).
6. Evidence that all fees and expenses then due and payable from the Company under this Agreement have been or will be paid by the first Utilisation Date.
7. A certificate of an authorised signatory of the Company certifying:
(a) that each copy document specified in paragraphs 1 and 2 of Part 1 of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the first Request; and
(b) in respect of paragraph 6 of Part 2 of this Schedule, that each copy document is a correct and complete copy as at a date no earlier than the date of the first Request.
8. A copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified the Company is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, any Finance Document or for the validity and enforceability of any Finance Document.
