|
purchase and sale, or other acquisition or disposition, of all Or a portion of the business. assets or
<br />securities of suet companies and (b) acting as an arranger, originator and/or agent of syndicated
<br />and other cralil ala-ccrncnls, luau facilities and other similar filianciug, an-alrgcrncnt.-
<br />FURTHER RE'SOLVED, that the authority granted in the three immediately preceding
<br />resolutions includes the authority, without limitation, to (i) establish banking or securities
<br />aCCOtlrlt5 artd other related arrangements fill hollowing or invesmteul of funds. cashiering,
<br />culhrtcr:rliving, Iranslcning lirnds. scaling and clearing u-ansactionti ;old all relator rnallcl-s; (n)
<br />give written (including Iciceopics, lacsimilics. Icicjaphic and electronic) or oral instructions, to
<br />pay in cash or by check and/or draft drawn upon the finds of the Corporation such sum, as may
<br />be necessary, and to bind and obligate the Corporation to and (Jr the carrying out of any
<br />van3actioo, contrnct, agrocnletu, arrangemeu or commitinont which ;hall be entered into by any
<br />such officets for and on behalf of the Corporation in furtherance of any of the foregoing; (iii)
<br />deliver, or acecpl del1BC1V of, secuiilics or other documents; (iv) authorize or order the Iransfer or
<br />delivery of securities or other documents and enter into and hind the Corporation ro the terns of
<br />any and all agreements with appropriate clearing organizations; (v) affix the seal of the
<br />Corporation to any documcnls, instnrmcllls of a"iecnlcnts or otherwise; (vi) endorse in the name
<br />of the corporalion Or otherwise any securities or other- iii�tvtlnlents in ordet- to pass title illevelo:
<br />(vii) direct the sale or exercise Of all rights Willi respect to any seculitic5 Or Other instruments:
<br />(viii) sign releases, powers of attorney, proxies and execute other documents in connection with
<br />any aforementioned transaction, contract, agreement, arrangernent or cornmitrnent and to agree to
<br />ally term" or conditions in conncaion (herewith; (ix) ascot( delivery of any sccutitics,
<br />commodities, documents or other items; and (x) cto and take any and all acion necessary or
<br />considered in good laith desirable in connxtion Willi any alorcnlauioned or similar transaction,
<br />coon act, agrccnlcnt, arrangement or commimlcnt; and it is
<br />FLIK14HER RESOLVED, that any officer of the Corporation holding the title of CEO,
<br />Managing Director, or Senior Vice President shall also have the authority to designate specific
<br />olficets of the Corporalion pursuant to one or more written documents (each a "Certilicale of
<br />Designatictd") for the purpose Of delegating any or' all of the ailtllortry confer'rcd in the three
<br />irnruedisuely preceding resolutions to any olliccr- of the C'olporalion- TO he effective, any such
<br />Ceruticatc of Designation must be made in wnring. must be signed by the CEO, Managing
<br />Director, of Senior Vice President making such delegation, and must be filed R'ith the Secretary
<br />Of the Corporation- Any such delegation shall be effective tot the lesser of (a) any term set forth
<br />in the Cettificalc of Designation or (b) the date such Celificate of Designation is repealed by tllc
<br />dcsignur, his or her succcssOr or the Dircclor(s). Till aciclition, any such Ccrlificaw of T)csignation
<br />shall autnnaucally terminaLe upon the designated officer's resignation or terttuneuiou; and it is
<br />FURTHER RESOLVED, that the authority granted in the preceding resolutions
<br />illeludeS the alllhorlly TO ralily and confirrll ally .106on previously laken lot ill Oil hchnlf erl'the
<br />Corpuration that, it lakpl cun-enl.ly, would be within the scope of the loregoing resolutions; and it
<br />is
<br />FURTHER RESOLVED, rhar any officer named in a 19:5oltlrion of the Dircetor( )
<br />,rssimini; such officer one or more I:illes conmronly used lilt Office: of a edrtrurnlion ('owned
<br />under the 6cricral Corporation I aw of the State of Delaware, or any individual who is listed on
<br />the Cotporarion's personnel records in a position equal to any of the aftnenlentioned officer
<br />positions, may exercise any and all powers and duties pertaining by law, regulation or practice to
<br />such office and shall alur perftxm such Other lurks a> may be cunfcoul or assigned front rime to
<br />lints by II're T)irccun-(e); and it is
<br />City Council 23 — 132 5/18/2021
<br />
|