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Contract analysis / board-resolutions-deh.docx
board-resolutions-deh.docx
1016-00003 · 15 clauses
High · 1 Medium · 1 Standard · 0
1. Lady Constance Harrowby, Board Chair (Independent)
1. Lady Constance Harrowby, Board Chair (Independent)
2. Marcus Ellingham, Chief Executive Officer and Director
2. Marcus Ellingham, Chief Executive Officer and Director
3. Theresa Chen-Watanabe, Independent Director
3. Theresa Chen-Watanabe, Independent Director
4. Lord Jonathan Pemberton, Independent Director
4. Lord Jonathan Pemberton, Independent Director
5. Nkechi Adeyemo, Independent Director High
⚑ Indemnity / guarantee obligation
5. Nkechi Adeyemo, Independent Director The undersigned directors acknowledge and confirm that they constitute all of the directors of the Company as of the date hereof and that a quorum exists for the transaction of business. AUTHORITY These resolutions are adopted pursuant to, and in accordance with, the Third Amended and Restated Memorandum and Articles of Association of the Company, as most recently amended on Se
1. I am a duly elected, qualified, and acting officer of the Company, holding the office
1. I am a duly elected, qualified, and acting officer of the Company, holding the office set forth below my signature, and I am familiar with the Indenture, the Purchase Agreement, and the transactions contemplated thereby.
2. All conditions precedent to the issuance of the Notes set forth in Section [●] of the
2. All conditions precedent to the issuance of the Notes set forth in Section [●] of the Indenture have been satisfied or waived.
3. The representations and warranties of the Issuers and the Guarantors contained in the
3. The representations and warranties of the Issuers and the Guarantors contained in the Purchase Agreement and the Indenture are true and correct in all material respects as of the date hereof (or, to the extent such representations and warranties are qualified by materiality, in all respects), as though made on and as of the date hereof (except for representations and warranties that speak as of a specific date, wh
4. No Default or Event of Default (each as defined in the Indenture) has occurred and is
4. No Default or Event of Default (each as defined in the Indenture) has occurred and is continuing as of the date hereof, and no Default or Event of Default will result from the issuance and sale of the Notes and the application of the proceeds thereof as contemplated by the Indenture and the Offering Memorandum.
5. Since the date of the most recent financial statements included in the Offering Memora
5. Since the date of the most recent financial statements included in the Offering Memorandum, there has been no change that would constitute a Material Adverse Effect (as defined in the Purchase Agreement) on the business, assets, properties, condition (financial or otherwise), or results of operations of the Company and its subsidiaries, taken as a whole.
6. The Offering Memorandum, as of its date and as of the Closing Date, did not and does n
6. The Offering Memorandum, as of its date and as of the Closing Date, did not and does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. IN WITNESS WHEREOF, each of the undersigned has executed this Certificate as of May 15, 2025. DUNMORE ENERGY HOLDINGS L
1. The foregoing resolutions are a true, correct, and complete copy of the resolutions du
1. The foregoing resolutions are a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company by written consent in lieu of a meeting, effective as of May 12, 2025, in accordance with Article 23.1 of the Third Amended and Restated Memorandum and Articles of Association of the Company and the Companies Act (As Revised) of the Cayman Islands.
2. The resolutions were executed by all of the directors of the Company then in office, c
2. The resolutions were executed by all of the directors of the Company then in office, constituting the entire Board of Directors of the Company.
3. The resolutions have not been amended, modified, rescinded, or revoked and remain in f
3. The resolutions have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof.
4. The foregoing resolutions have been filed with the minutes of proceedings of the Board Medium
⚑ Assignment / subcontracting
4. The foregoing resolutions have been filed with the minutes of proceedings of the Board of Directors of the Company maintained at the Company's registered office at c/o Maples Corporate Services Ltd., PO Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands. IN WITNESS WHEREOF, I have executed this Secretary's Certificate as of May __, 2025. ________________________________________ Alistair Ford