Following discussion, the Management Board unanimously resolved and voted to adopt each of the above proposed resolutions as presented and further resolved in implementation thereof:
1. That the Company is hereby authorized and directed to take all such further actions and to do all such further things as may be necessary or useful in order to comply with or implement the terms of the Request, the Binding Offer or the Final SPA (collectively, the “Transaction”), including, without limitation, making regulatory and other filings and finalizing, executing and delivering applications, instruments, agreements or other documents; and
2. That the Company irrevocably grants a power of attorney (the “Power of Attorney”) to each of the Managing Directors (each an “Attorney”), [acting singly,] to [finalize the terms of, and to] execute, deliver and (where relevant) perform for and on behalf of the Company, the Binding Offer, the Final SPA and any other ancillary or related application, instrument, agreement or other document...