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Contract analysis / aurelius-plc-board-minutes-extract.docx
aurelius-plc-board-minutes-extract.docx
High · 1
Medium · 3
Standard · 1
1. TIME, DATE, AND PLACE OF MEETING
Medium
⚑ Notice / time limit to track
1. TIME, DATE, AND PLACE OF MEETING A meeting of the Board of Directors (the "Board") of Aurelius Global Media Group PLC (the "Company") was held on Monday, May 15, 2023, at the registered office of the Company, 14 Cavendish Square, London W1G 0DW, United Kingdom. The meeting was convened at 10:00 a.m. BST pursuant to proper notice given in accordance with Article 11 of the Company's Articles of Association, as adopt
2. DIRECTORS PRESENT
2. DIRECTORS PRESENT The following directors of the Company were present throughout the proceedings relevant to this extract, constituting a quorum in accordance with Article 12.2 of the Articles: In addition to the above-named directors, certain non-executive directors of the Company were present during the meeting. As their names and participation are not material to the US headquarters lease matter that is the sub
3. IN ATTENDANCE (BY INVITATION)
3. IN ATTENDANCE (BY INVITATION) The following individual attended the meeting by invitation of the Chairman, for the limited purpose of the agenda item relating to the US headquarters lease: Ms. Caldwell was invited to attend for the purpose of presenting the proposed US headquarters lease transaction to the Board and responding to questions from the directors. Ms. Caldwell was not a director of the Company and did
4. RECITALS AND BACKGROUND — PRESENTATION OF THE US HEADQUARTERS LEASE PROPOSAL
High
⚑ Non-compete / exclusivity restraint
4. RECITALS AND BACKGROUND — PRESENTATION OF THE US HEADQUARTERS LEASE PROPOSAL 4.1 Introduction and Context The Chairman, Sir Marcus Hale, introduced the agenda item by noting the strategic importance of establishing a premier US headquarters for the Company's North American operations. Sir Marcus reminded the Board that the Company's existing US office presence, comprising approximately 62,000 rentable square feet
5. DISCUSSION
Medium
⚑ Assignment / subcontracting
5. DISCUSSION Following Ms. Caldwell's and Ms. Voss's presentations, the Board engaged in a thorough discussion of the proposed Lease, the Guaranty, and the associated transactions. The directors considered the strategic rationale for consolidating the Company's North American operations in a single premier location, the financial terms of the Lease in the context of the Company's overall financial position and growt
6. RESOLUTIONS
Medium
⚑ Assignment / subcontracting
6. RESOLUTIONS Resolution 1 — Approval of the US Lease Commitment After due consideration, on a motion duly made, seconded, and unanimously carried, it was: RESOLVED that the proposed lease (the "Agreement of Lease") of approximately 185,000 rentable square feet on Floors 34, 35, 36, 37, and 38 at Greystone Tower, also known as 787 Seventh Avenue, New York, NY 10019, between Greystone Metropolitan Realty LLC, a Delaw
7. CERTIFICATION AND AUTHENTICATION
7. CERTIFICATION AND AUTHENTICATION I, the undersigned, being the duly appointed General Counsel and Company Secretary of Aurelius Global Media Group PLC (Company Number 04291837), do hereby certify that:
1. The foregoing is a true and correct extract from the minutes of the meeting of the Boa
1. The foregoing is a true and correct extract from the minutes of the meeting of the Board of Directors of Aurelius Global Media Group PLC held on May 15, 2023, at 14 Cavendish Square, London W1G 0DW, United Kingdom.
2. The resolutions set forth herein were duly adopted by the Board of Directors at such m
2. The resolutions set forth herein were duly adopted by the Board of Directors at such meeting, at which a quorum was present and acting throughout, and such resolutions have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof.
3. The extract has been prepared for the purpose of evidencing the Board's authorisation
3. The extract has been prepared for the purpose of evidencing the Board's authorisation and approval of the transactions described herein and may be delivered to and relied upon by Greystone Metropolitan Realty LLC, Atlas Continental Bank, N.A., Caledonian National Bank PLC, Calderwood & Harkness LLP, Pemberton Locke & Strauss LLP, and any other party having a legitimate interest in the matters described herein.
4. I am duly authorised to execute and deliver this certification on behalf of the Compan
Standard
⚑ Commercial term
4. I am duly authorised to execute and deliver this certification on behalf of the Company. IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal of the Company to be affixed as of the date written below. AURELIUS GLOBAL MEDIA GROUP PLC Company Number: 04291837 By: ________ Name: Tariq Nassar Title: General Counsel and Company Secretary Date: ________ [Company Seal / Stamp] Aurelius Global Media Group P