Corporate Documentation. (a) An Accession Letter, duly executed by the Additional Guarantor and the Company. (b) A copy of the constitutional documents of the Additional Guarantor. (c) A copy of a resolution of the board of directors of the Additional Guarantor: (i) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter; (ii) where the Additional Guarantor is incorporated in Nigeria, confirming that guaranteeing the obligations under the Agreement is in the best interest, and for the corporate benefit, of the Additional Guarantor; (iii) authorising a specified person or persons to execute the Accession Letter on its behalf; and (iv) 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 the Finance Documents. (d) A specimen of the signature of each person authorised by the resolutions referred to in paragraph (c) above. (e) To the extent required, a written resolution of all the shareholders of the Additional Guarantor approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents, and in addition, where the Additional Guarantor is incorporated in Nigeria, confirming that guaranteeing the obligations under the Agreement is in the best interest, and for the corporate benefit, of the Additional Guarantor. (f) A certificate of an authorised signatory of the Additional Guarantor certifying that: (i) each copy document specified in Part 2 of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter; (ii) guaranteeing the Total Commitments will not cause any guaranteeing or similar limit binding on it to be exceeded; (iii) where the Additional Guarantor is incorporated in Nigeria, guaranteeing the obligations under the Agreement is in the best interest, and in the corporate benefit, of the Additional Guarantor; and (iv) the Company is authorised to act as its agent in connection with the Finance Documents.
Appears in 2 contracts
Sources: Facility Agreement (IHS Holding LTD), Facility Agreement (IHS Holding LTD)
Corporate Documentation. (a) An Accession LetterDeed, duly executed by the Additional Guarantor and the Company▇▇▇▇▇▇.
(b) A copy of the constitutional documents of the Additional Guarantor.
(c) A copy of a resolution of the board of directors of the Additional Guarantor:
(i) approving the terms of, and the transactions contemplated by, the Accession Letter Deed and the Finance Documents and resolving that it execute the Accession LetterDeed;
(ii) where in the Additional Guarantor is case of each of the Guarantors incorporated in Nigeria, confirming that guaranteeing the obligations under the Agreement is in the best interest, and for the corporate benefit, of the Additional Guarantor;
(iii) authorising a specified person or persons to execute the Accession Letter Deed on its behalf; and
(iv) 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 the Finance Documents.
(d) A specimen of the signature of each person authorised by the resolutions resolution referred to in paragraph (cb) above.
(e) To the extent legally required, a written resolution of all the shareholders of the each Additional Guarantor approving the terms of, and the transactions contemplated by, the Accession Letter Deed and the Finance Documents, and in addition, where in the case of each of the Additional Guarantor is Guarantors incorporated in NigeriaNigeria and to the extent legally required, confirming that guaranteeing the obligations under the Agreement is in the best interest, and for the corporate benefit, of the Additional Guarantor.
(f) A certificate of an authorised signatory of the Additional Guarantor certifying that:
(i) each copy document specified in Part 2 of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter;
(ii) guaranteeing the Total Commitments will not cause any guaranteeing or similar limit binding on it to be exceeded;
(iii) where Where the Additional Guarantor is incorporated in Nigeriathe Netherlands, guaranteeing in each case where applicable and to the obligations under extent legally required:
(i) a copy of the Agreement is resolution of the board of supervisory directors of the Additional Guarantor approving the resolutions of the board of directors;
(ii) a copy of the resolution of the shareholders(s) of the Additional Guarantor approving the resolutions of the board of directors; and
(iii) a copy of (i) the request for advice from each works council, or central or European works council with jurisdiction over the transactions contemplated by the Finance Documents and (ii) a neutral or positive advice from such works council, in the best interest, and in the corporate benefit, respect of the Additional Guarantor; and
(iv) the Company is authorised to act as its agent in connection with the Finance Documents.
Appears in 1 contract
Sources: Unsecured NGN Revolving Credit Facility Agreement (IHS Holding LTD)
Corporate Documentation. (a) An Accession LetterDeed, duly executed by the Additional Guarantor and the Company▇▇▇▇▇▇.
(b) A copy of the constitutional documents of the Additional Guarantor.
(c) A copy of a resolution of the board of directors of the Additional Guarantor:
(i) approving the terms of, and the transactions contemplated by, the Accession Letter Deed and the Finance Documents and resolving that it execute the Accession LetterDeed;
(ii) where in the Additional Guarantor is case of each of the Guarantors incorporated in Nigeria, confirming that guaranteeing the obligations under the Agreement is in the best interest, and for the corporate benefit, of the Additional Guarantor;
(iii) authorising a specified person or persons to execute the Accession Letter Deed on its behalf; and
(iv) 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 the Finance Documents.
(d) A specimen of the signature of each person authorised by the resolutions resolution referred to in paragraph (cb) above.
(e) To the extent legally required, a written resolution of all the shareholders of the each Additional Guarantor approving the terms of, and the transactions contemplated by, the Accession Letter Deed and the Finance Documents, and in addition, where in the case of each of the Additional Guarantor is Guarantors incorporated in NigeriaNigeria and to the extent legally required, confirming that guaranteeing the obligations under the Agreement is in the best interest, and for the corporate benefit, of the Additional Guarantor.
(f) Where the Additional Guarantor is incorporated in the Netherlands, in each case where applicable and to the extent legally required:
(i) a copy of the resolution of the board of supervisory directors of the Additional Guarantor approving the resolutions of the board of directors;
(ii) a copy of the resolution of the shareholders(s) of the Additional Guarantor approving the resolutions of the board of directors; and
(iii) a copy of (i) the request for advice from each works council, or central or European works council with jurisdiction over the transactions contemplated by the Finance Documents and (ii) a neutral or positive advice from such works council, in respect of the Additional Guarantor.
(g) A certificate of an authorised signatory of the Additional Guarantor certifying that:
(i) each copy document specified in Part 2 of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the Accession LetterDeed;
(ii) guaranteeing the Total Commitments will not cause any guaranteeing or similar limit binding on it to be exceeded;;
(iii) where in the Additional Guarantor is case of each of the Guarantors incorporated in Nigeria, guaranteeing the obligations under the Agreement is in the best interest, and in the corporate benefit, of the Additional Guarantor; and
(iv) the Company ▇▇▇▇▇▇ is authorised to act as its agent in connection with the Finance Documents.
Appears in 1 contract
Sources: Unsecured NGN Term Facility Agreement (IHS Holding LTD)
Corporate Documentation. (a) An Accession Letter, duly executed by the Additional Guarantor and the Company.
(b) A copy of the constitutional documents of the Additional Guarantor.
(c) A copy of a resolution of the board of directors of the Additional Guarantor:
(i) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;
(ii) where the Additional Guarantor is incorporated in Nigeria, confirming that guaranteeing the obligations under the Agreement is in the best interest, and for the corporate benefit, of the Additional Guarantor;
(iii) authorising a specified person or persons to execute the Accession Letter on its behalf; and
(iv) 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 the Finance Documents.
(d) Where the Additional Guarantor is incorporated in the Netherlands, in each case where applicable and to the extent legally required:
(i) a copy of the resolution of the board of supervisory directors of the Additional Guarantor approving the resolutions of the board of directors;
(ii) a copy of the resolution of the shareholders(s) of the Additional Guarantor approving the resolutions of the board of directors; and
(iii) a copy of (i) the request for advice from each works council, or central or European works council with jurisdiction over the transactions contemplated by the Finance Documents and (ii) a neutral or positive advice from such works council, in respect of the Additional Guarantor.
(e) A specimen of the signature of each person authorised by the resolutions referred to in paragraph (c) above.
(ef) To the extent required, a written resolution of all the shareholders of the Additional Guarantor approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents, and in addition, where the Additional Guarantor is incorporated in Nigeria, confirming that guaranteeing the obligations under the Agreement is in the best interest, and for the corporate benefit, of the Additional Guarantor.
(fg) A certificate of an authorised signatory of the Additional Guarantor certifying that:
(i) each copy document specified in Part 2 of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter;
(ii) guaranteeing the Total Commitments will not cause any guaranteeing or similar limit binding on it to be exceeded;;
(iii) where the Additional Guarantor is incorporated in Nigeria, guaranteeing the obligations under the Agreement is in the best interest, and in the corporate benefit, of the Additional Guarantor; and
(iv) the Company is authorised to act as its agent in connection with the Finance Documents.
Appears in 1 contract
Sources: Facility Agreement (IHS Holding LTD)
Corporate Documentation. (a) An Accession Letter, duly executed by the Additional Guarantor and the Company.
(b) A copy of the constitutional documents of the Additional Guarantor.
(c) A copy of a resolution of the board of directors of the Additional Guarantor:
(i) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;
(ii) where the Additional Guarantor is incorporated in Nigeria, confirming that guaranteeing the obligations under the Agreement is in the best interest, and for the corporate benefit, of the Additional Guarantor;
(iii) authorising a specified person or persons to execute the Accession Letter on its behalf; and
(iv) 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 the Finance Documents.
(d) Where the Additional Guarantor is incorporated in the Netherlands, in each case where applicable and to the extent legally required:
(i) a copy of the resolution of the board of supervisory directors of the Additional Guarantor approving the resolutions of the board of directors;
(ii) a copy of the resolution of the shareholders(s) of the Additional Guarantor approving the resolutions of the board of directors; and
(iii) a copy of (i) the request for advice from each works council, or central or European works council with jurisdiction over the transactions contemplated by the Finance Documents and (ii) a neutral or positive advice from such works council, in respect of the Additional Guarantor.
(e) A specimen of the signature of each person authorised by the resolutions referred to in paragraph (c) above.
(ef) To the extent required, a written resolution of all the shareholders of the Additional Guarantor approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents, and in addition, where the Additional Guarantor is incorporated in Nigeria, confirming that guaranteeing the obligations under the Agreement is in the best interest, and for the corporate benefit, of the Additional Guarantor.
(fg) A certificate of an authorised signatory of the Additional Guarantor certifying that:
(i) each copy document specified in Part 2 of this Schedule is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter;
(ii) guaranteeing the Total Commitments will not cause any guaranteeing or similar limit binding on it to be exceeded;;
(iii) where the Additional Guarantor is incorporated in Nigeria, guaranteeing the obligations under the Agreement is in the best interest, and in the corporate benefit, of the Additional Guarantor; and
(iv) the Company is authorised to act as its agent in connection with the Finance Documents.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (IHS Holding LTD)