Minutes of Board of Directors to approve a commercial loan.
IT WAS RESOLVED THAT:
(a) the terms and execution of, and the transactions contemplated by, the Documents to which the Company is a party (or intends to become a party) and any other document, agreement, notice or instrument which is ancillary or related to or contemplated by the Documents and the transactions contemplated by them be approved and that it is in the interests and for the commercial benefit of the Company to enter into the transactions contemplated by the Documents;
(b) any Authorised Signatory and any Director be and is hereby authorised to execute, sign, deliver and/or despatch the Documents to which the Company is a party (or intends to become a party) (including any loan confirmation, document, agreement, notice or instrument which is ancillary or related to or contemplated by or under or in connection with the Documents or the transactions contemplated by them) for and on behalf of the Company and (where applicable) to affix the common seal of the Company thereto, with such amendments, alterations or additions thereto (substantive or otherwise, including without limitation, changing the parties named therein) as he/she thinks fit and to take any steps or actions as he/she may in his/her absolute discretion considers necessary to give effect to or complete such transactions (the list of names, titles and specimen signatures, of the person(s) who are authorized above is annexed hereto);
(c) any officer, Authorised Signatory or Director of the Company or any authorised attorney of the Company be authorised to execute and/or despatch and deliver and attend to filing with any relevant regulatory body or entity (if applicable) of the Documents for the Company and any other document, agreement, notice or instrument which is ancillary or related to or contemplated by the Documents or the transactions contemplated by them, with such amendments, alterations or additions to the Documents or such document, agreement, notice or instrument (substantive or otherwise, including without limitation, changing the parties named in the Documents) as they think fit;
(d) in connection with the actions contemplated by the foregoing resolutions, each of the Authorised Signatories, Directors, and such other persons as are or may be authorised by them be, and each is hereby, authorised, in the name and on behalf of the Company, to do such further acts and things as they shall deem necessary or appropriate in connection with, or to carry out the actions contemplated by, the foregoing resolutions, including to do and perform (or cause to be done and performed), in the name and on behalf of the Company, all such acts and to make, execute, deliver, issue or file (or cause to be made, executed, delivered or filed) with any person (including any companies registry or other governmental authority or agency) all such agreements, documents, instruments, certificates, consents, notices and waivers and all amendments to any such agreements, documents, instruments, notices or certificates, and to pay, or cause to be paid, all such payments as any of them may deem necessary or advisable to carry out the intent of the foregoing resolutions; and
(e) that any action taken by any Authorised Signatory, officer or Director of the Company prior to the adoption of these resolutions which is within the authority conferred by the foregoing resolutions is hereby ratified, approved and confirmed.
It notes down the specifics of the meeting (date, time and place), the people who are present (chairperson, director(s)), the people who are in attendance (secretary, attendee(s)), the absentees and whether a quorum was met. It states that due notice of the meeting had been given to all Directors accordingly, and directors who gave notice of a conflict of interest abstained from voting.
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