Extract to table

12 of the Credit Agreement or as may be reasonably requested by the Administrative Agent; and it is further RESOLVED, that the Lender Notice shall be delivered to the Administrative Agent at least fifteen (15) business days prior to the Company's execution of the Agreement, and the Authorized Officers are directed to coordinate the timing of the execution and closing of the Agreement to ensure full compliance with the notice requirements of the Credit Agreement; and it is further RESOLVED, that in the event the Administrative Agent or any lender under the Credit Facility raises any objection, inquiry, or request for additional information in response to the Lender Notice, the Authorized Officers are authorized to respond to such communications and to negotiate any necessary modifications to the terms of the Agreement or the Credit Agreement to resolve such matters, provided that any modification to the Credit Agreement shall require separate Board authorization to the extent required by the Governance Documents or applicable law

Resolution 6: General Authorization RESOLVED, that the Authorized Officers are hereby further authorized, empowered, and directed to take such further actions and to execute and deliver such further documents, instruments, certificates, notices, consents, and agreements as may be necessary, advisable, or appropriate, in the sole judgment of such Authorized Officers, to effectuate the purpose and intent of the foregoing resolutions and the transactions contemplated hereby, including without limitation: (a) any amendments, modifications, supplements, waivers, or side letters to the Agreement that do not (1) increase the total consideration payable by the Company in excess of Nine Million Dollars ($9,000,000) (exclusive of any renewal-term refresh fees that may be incurred at the Company's election), (2) materially alter the scope of permitted uses of the Licensed Data, (3) materially shorten the Initial Term of the Agreement, or (4) materially alter the indemnification, limitation-of-liability, or termination provisions of the Agreement in a manner adverse to the Company; (b) any notices, filings, or registrations with governmental authorities, regulatory bodies, or third parties as may be required or advisable in connection with the transactions contemplated by the Agreement; and (c) any other actions or documents that may be required by the terms of the Agreement or that are otherwise necessary or desirable to consummate the transactions contemplated hereby; all without further action of the Board of Directors, and the taking of any such action shall be conclusive evidence of the Board's authorization thereof

This unanimous written consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument

pdf) or other electronic means) shall be deemed to constitute due and sufficient delivery of such counterpart

The undersigned is executing this acknowledgment solely in his capacity as board observer and not as a director of the Company, and this acknowledgment shall not be construed to confer upon the undersigned any rights, duties, or obligations of a director under the DGCL or otherwise