Common use of Corporate authorisations Clause in Contracts

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 ▇.▇. and Yokara Trademarks S.à ▇.▇.), 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. e. A certificate of each Restructuring Debtor (signed in each case, by a director/manager) confirming that: (i) the borrowing or guaranteeing or securing, as appropriate, the First Lien Notes or the Second Lien Notes would not cause any borrowing, guarantee, security or similar limit binding on any Restructuring Debtor to be exceeded; (ii) 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 Restructuring Effective Date and has not been amended or superseded as at a date no earlier than the date of the Restructuring Effective Date; (iii) upon the completion of the Restructuring, each Restructuring Debtor will be (i) able to pay its debts as they fall due (ii) solvent and (iii) not over-indebted; (iv) no insolvency receiver, Viscount of the Royal Court of Jersey or equivalent insolvency official has been appointed in relation to any Restructuring Debtor; (v) no petition for the making of an administration order, the commencement of insolvency proceedings or a winding-up order or similar applicable insolvency proceedings has been presented in relation to any Restructuring Debtor; (vi) with respect to each of Yokara Global Trademarks S.À ▇.▇. and Yokara Trademarks S.À ▇.▇.: (A) an excerpt (extrait) from the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) dated no earlier than one (1) Business Day prior to the Restructuring Effective Date; (B) a negative certificate (certificat de non inscription d'une décision judiciaire) from the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) dated no earlier than one (1) Business Day prior to the Restructuring Effective Date, pertaining to it stating that no judicial decision has been registered by application of article 13, items 2 to 12 and article 14 of the Luxembourg law dated 19 December 2002 relating to the register of commerce and companies as well as the accounting and the annual accounts of companies, as amended (the “RCS Law”), according to which it would be subject to one of the judicial proceedings referred to in these provisions of the RCS Law including in particular, bankruptcy (faillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (liquidation judiciaire) proceedings; and (vii) (if applicable) an unconditional or otherwise acceptable positive advice from each relevant works' council, including the request for advice; f. in connection with the conversion of (part of) the Company's share premium into nominal capital referred to in Clause 5.12(a); a shareholders resolution of the shareholder of the Company and a notarial deed of amendment with respect to the increase of the nominal value of the shares of the Company which increase will be paid up out of the share premium reserve of the Company (together the "Nominal Value Increase Documents"); and: g. in connection with the capital reduction referred to in Clause 5.12(b): (i) a solvency statement with respect to UK ▇▇▇▇▇, duly executed by each director of UK Bidco and dated no earlier than the date that is 15 days before the special resolution referred to in paragraph (iii) below; (ii) a compliance statement signed by all directors of UK Bidco; and (iii) a special resolution of UK Bidco approving the capital reduction.

Corporate authorisations. a. (a) A copy of the constitutional documents of Jersey Topco, Jersey Midco I, Jersey Midco II, UK Bidco, the Company, Lebara each Obligor 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 COBOSecurity Provider. b. (b) A copy of a resolution of the board of directors/managers directors of each Restructuring DebtorObligor and Security Provider: (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 the Transaction Documents to which it is a party and resolving that it execute all such documentsthe Transaction Documents to which it is a party; (ii) authorising a specified person or persons to execute each Implementation Document the Transaction Documents to which it is a partyparty on its behalf; (iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, the Utilisation Request) to be signed and/or despatched by it under or in connection with the Implementation DocumentTransaction Documents to which it is a party; and (iv) in the case of a Restructuring Debtor other than the Companyeach Guarantor, 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 ▇.▇. and Yokara Trademarks S.à ▇.▇.), if applicable resolving that it is in its jurisdiction of incorporation: (i) approving the terms of, and best interests to enter into the transactions contemplated by, this Agreement (including any change of by the articles of association of such Restructuring Debtor (if applicable)) and each other Implementation Document to be entered into in connection with this Agreement Transaction Documents to which it is a party and resolving that it execute all such documents;party, giving reasons. (iic) 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 partyparagraph (b) above. e. (d) A certificate of each Restructuring Debtor Obligor and Security Provider (signed in each case, by a director/manager) confirming that: (i) the that borrowing or guaranteeing or securingguaranteeing, as appropriate, the First Lien Notes or the Second Lien Notes Total Commitments would not cause any borrowing, guarantee, security guaranteeing or similar limit binding on any Restructuring Debtor it to be exceeded;. (iie) A certificate of an authorised signatory of each Obligor and Security Provider certifying that each copy document relating to it specified in this Part I of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the Restructuring Effective Date and has not been amended or superseded as at a date no earlier than the date of the Restructuring Effective Date;this Agreement. (iiif) upon A certificate as to the completion existence and good standing (including verification of tax status) of each of the RestructuringUS Obligors from the appropriate governmental authorities in such US Obligor's jurisdiction of organization, each Restructuring Debtor will be (i) able in form and substance satisfactory to pay the Agent and its debts as they fall due (ii) solvent and (iii) not over-indebted;counsel. (ivg) no insolvency receiver, Viscount A solvency certificate signed by the chief financial officer or chief accounting officer of each of the Royal Court of Jersey or equivalent insolvency official has been appointed US Obligors, in relation to any Restructuring Debtor; (v) no petition for the making of an administration order, the commencement of insolvency proceedings or a winding-up order or similar applicable insolvency proceedings has been presented in relation to any Restructuring Debtor; (vi) with respect to each of Yokara Global Trademarks S.À ▇.▇. form and Yokara Trademarks S.À ▇.▇.: (A) an excerpt (extrait) from the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) dated no earlier than one (1) Business Day prior substance satisfactory to the Restructuring Effective Date; (B) a negative certificate (certificat de non inscription d'une décision judiciaire) from the Luxembourg Trade Agent and Companies Register (Registre de Commerce et des Sociétés) dated no earlier than one (1) Business Day prior to the Restructuring Effective Date, pertaining to it stating that no judicial decision has been registered by application of article 13, items 2 to 12 and article 14 of the Luxembourg law dated 19 December 2002 relating to the register of commerce and companies as well as the accounting and the annual accounts of companies, as amended (the “RCS Law”), according to which it would be subject to one of the judicial proceedings referred to in these provisions of the RCS Law including in particular, bankruptcy (faillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (liquidation judiciaire) proceedings; and (vii) (if applicable) an unconditional or otherwise acceptable positive advice from each relevant works' council, including the request for advice; f. in connection with the conversion of (part of) the Company's share premium into nominal capital referred to in Clause 5.12(a); a shareholders resolution of the shareholder of the Company and a notarial deed of amendment with respect to the increase of the nominal value of the shares of the Company which increase will be paid up out of the share premium reserve of the Company (together the "Nominal Value Increase Documents"); and: g. in connection with the capital reduction referred to in Clause 5.12(b): (i) a solvency statement with respect to UK ▇▇▇▇▇, duly executed by each director of UK Bidco and dated no earlier than the date that is 15 days before the special resolution referred to in paragraph (iii) below; (ii) a compliance statement signed by all directors of UK Bidco; and (iii) a special resolution of UK Bidco approving the capital reductionits counsel.