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SC TO-I/A
VIPSHOP HOLDINGS LTD filed this Form SC TO-I/A on 03/07/2017
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SCHEDULE 2
CONDITIONS PRECEDENT

 

1.                                      Obligors

 

(a)                                 A copy of the constitutional documents of each Obligor.

 

(b)                                 A copy of a resolution of the board of directors of each Obligor:

 

(i)                                     approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

 

(ii)                                  authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;

 

(iii)                               authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, the Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and

 

(iv)                              in the case of the Guarantor, resolving that it is in the best interests of the Guarantor to enter into the transactions contemplated by the Finance Documents to which it is a party, giving reasons.

 

(c)                                  A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above provided that in the event that the specimen signature of any person so authorised is not provided, such person shall not be an authorised signatory for the purposes of this Agreement.

 

(d)                                 A copy of a resolution signed by all the holders of the issued shares in the Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Guarantor is a party.

 

(e)                                  A certificate from each Obligor (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.

 

(f)                                   A certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

 

2.                                      Legal opinions

 

(a)                                 A legal opinion in relation to English law from Latham & Watkins addressed to the Mandated Lead Arrangers, the Agent and the Original Lenders, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

 

(b)                                 A legal opinion in relation to Hong Kong law from Latham & Watkins addressed to the Mandated Lead Arrangers, the Agent and the Original Lenders, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

 

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