Actions to be Taken by the Company Sample Clauses

Actions to be Taken by the Company. If and when the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided herein, the Company shall, as expeditiously as possible, but subject to the provisions of Section 2.6 hereof: (a) prepare and file with the SEC a registration statement on any appropriate form under the Securities Act with respect to such Registrable Securities and thereafter use its reasonable best efforts to cause such registration statement to become effective as promptly as practicable under the circumstances and to remain effective for the period set forth in subparagraph (b) below; (b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of distribution thereof or the expiration of (A) in the case of the Shelf Registration Statement, the period set forth in Section 2.1 hereof and (B) in the case of a registration statement contemplated by Section 2.3 hereof, ninety (90) days after such registration statement becomes effective; (c) furnish to each seller of Registrable Securities and the underwriters of the securities being registered such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), any documents incorporated by reference therein and such other documents as such seller or underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller or the sale of such securities by such underwriters (it being understood that, subject to Section 2.4.3 hereof and the requirements of the Securities Act and applicable state securities laws, the Company consents to the use of the prospectus and any amendment or supplement thereto by each seller and the underwriters in connection with the offering and sale of the Registrable Securities covered by the registration statement of which such prospectus, amendment or supplement is a part); (d) use its reasonable best efforts to register or qualify such Regi...
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Actions to be Taken by the Company. The Company will (a) promptly following the Initial Closing Date, file with the Securities Regulator in Ontario the Form 72-503F Report of Distributions Outside Canada, in connection with this Agreement and the transactions contemplated by this Agreement; and (b) ensure that the issue and sale of the Convertible Debentures by the Company to the Investor and the Common Shares issuable upon conversion thereof by the Investor, will comply, in all material respects, with the requirements of Securities Laws.
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Actions to be Taken by the Company. The Company will (a) promptly following the Closing Date, file with the Securities Regulator in Ontario any applicable private placement form, in connection with this Agreement and the transactions contemplated by this Agreement; and (b) ensure that the issue and sale of the Units and underlying Unit Shares and Warrants by the Company to the Investor and the Warrant Shares issuable upon exercise of the Warrants by the Investor, will comply, in all material respects, with the requirements of Securities Laws.
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Actions to be Taken by the Company. During term of this Agreement, the Company will: (a) do all such acts and things necessary to ensure that all of the representations and warranties of the Company contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement remain true and correct in all material respects (except those representations and warranties which are qualified by materiality which shall be true and correct in all respects) and not do any such act or thing that would render any representation or warranty of the Company contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement materially untrue or incorrect; (b) permit the Investor and its legal counsel to participate fully in the preparation of any documents relating to this Agreement and the transactions contemplated herein; (c) ensure that the issue and sale of the Subscription Shares will fully comply, in all material respects, with the requirements of Securities Laws; (d) promptly provide to the Investor and its legal counsel copies of all correspondence and filings to and correspondence from the Securities Regulators or the Exchanges relating to the transactions contemplated by this Agreement; and (e) within 10 days of the Closing, will file with the Securities Regulators any reports required to be filed by Securities Laws, including under NI 45-106, in connection with this Agreement and the transactions contemplated by this Agreement in the required form, and will provide the Investor’s legal counsel with copies of such reports.
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Actions to be Taken by the Company. Immediately upon receipt of the Notice of Exercise, the Company shall take all necessary corporate and other action required to issue, sell and deliver the Conversion Shares to IFC on the Settlement Date; and shall apply for all the necessary consents and approvals of the requisite governmental authorities in Cyprus and Georgia, as applicable, in connection with the conversion of the Loan to equity.
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Actions to be Taken by the Company. Subject to the representations and warranties of the Purchaser being true and correct in all material respects and the satisfaction of all actions taken by the Purchaser, on or before the Closing Date, the Company shall deliver to the Purchaser the following: (a) stock certificates representing the Shares; (b) a duly executed registration rights agreement in the form annexed hereto as Exhibit A (the "Registration Rights Agreement"); (c) the opinion of Xxxxxxxx & Xxxxxxxx LLP, attorneys for the Company, dated as of the date hereof substantially in the form of Exhibit B attached hereto; and (d) the Certificate of Incorporation of the Company (the "Certificate") and Bylaws of the Company (the "By-laws") as in effect on the date hereof and the resolutions of the Board of Directors of the Company, certified by the Secretary of the Company, authorizing the execution, delivery and performance of this Agreement and each of the other documents and instruments being executed and delivered by the Company herewith. Such resolutions of the Board of Directors of the Company shall include the election of two of the directors named in Section 3.7(a) herein. (e) a certificate duly executed by an executive officer of the Company certifying that the representations and warranties made as of the date hereof are true and correct in all material respects as of the Closing Date.
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Related to Actions to be Taken by the Company

  • Actions by the Company Any action, election or determination by the Board or any committee thereof pursuant to or relating to this Agreement will be effective if, and only if, it is taken or made by (or with the prior approval of) a majority of the members of the Board who are not at the time employees of Holdings or any of its Subsidiaries.

  • Action by the Board (a) Meetings of the Board may be called by any Manager upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office. (b) Meetings of the Board may be conducted in person or by conference telephone facilities. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if such number of Managers sufficient to approve such action pursuant to the terms of this Agreement consent thereto in writing. Notice of any meeting may be waived by any Manager.

  • Cooperation by the Company If any Shareholder shall transfer any Registrable Securities pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such Shareholder and shall provide to such Shareholder such information as such Shareholder shall reasonably request.

  • Termination by the Company This Agreement may be terminated and the Merger Transactions abandoned at any time before the Acceptance Time by the Company: (a) in order to enter into an Acquisition Agreement pursuant to and in accordance with Section 5.3(c), so long as concurrently with such termination the Company pays the Expense Reimbursement under Section 7.6(b)(i); (b) if Parent or Merger Sub breaches any of their respective representations or warranties, or fails to perform any of their respective covenants or agreements contained in this Agreement, and which breach or failure (i) would, individually or when aggregated with any such other breaches of failures, result in a Parent Material Adverse Effect and (ii) by its nature cannot be cured or has not been cured by Parent or Merger Sub, as applicable, by the earlier of (A) the Outside Date and (B) the date that is twenty (20) Business Days after Xxxxxx’s receipt of written notice of such breach from the Company, but only so long as the Company is not then in material breach of its representations or warranties or materially failing to perform its covenants or agreements contained in this Agreement in a manner that would allow Parent to terminate this Agreement under Section 7.3(b); or (c) upon prior written notice to Parent, if Xxxxxx Sub fails to commence the Offer in accordance with the terms of this Agreement hereof on or prior to the fifteenth (15th) Business Day following the date hereof or if Merger Sub fails to consummate the Offer when required to do so in accordance with the terms of this Agreement; provided, however, that the right to terminate this Agreement pursuant to this Section 7.4(c) shall not be available to the Company if the Company is in breach of any representation, warranty, covenant or agreement set forth in this Agreement that has been the proximate cause of, or resulted in, Merger Sub’s failure to commence or consummate the Offer in accordance with the terms of this Agreement.

  • Other Termination by the Company If the Company terminates Executive’s employment without Cause before this Agreement terminates, or Executive terminates his employment for Good Reason (defined below) before this Agreement terminates, the Company will pay Executive a payment having a present value equal to the compensation and other benefits he would have been entitled to for the remainder of the term if his employment had not terminated. All payments made pursuant to this Section 9(b) shall be completed no later than March 15 of the calendar year following the calendar year in which Executive’s employment terminates.

  • Without Cause by the Company The Employment Term and this Agreement may be terminated by the Company without Cause (other than by reason of Employee’s death or Disability) following the delivery by the Company of a Notice of Termination to Employee at least 30 days prior to such termination. If Employee’s employment is terminated by the Company without Cause, Employee shall be entitled to receive: 1. the Accrued Obligations; and 2. subject to Employee’s continued compliance with Sections X, XI, XII, XIII and XIV of this Agreement, and execution and delivery within 60 days after termination of Employee’s employment of a release and waiver of all claims Employee may have against the Company, Aveon, their subsidiaries and affiliates, predecessors and successors, and their respective shareholders, directors, officers, employees and agents, substantially in the form attached hereto as Exhibit B (the “Release”), which release must be effective when delivered after giving effect to any post-execution revocation period described therein, (a) a lump sum cash payment in an amount equal to the full annual Base Salary then in effect, paid on the date the Release becomes irrevocable and effective in accordance with its terms, (b) the Annual Bonus for the year during which Employee’s employment is terminated paid on the date that Annual Bonuses are paid to the majority of other Company employees entitled to an Annual Bonus, however, if in the year of termination, the Hurdle is not attained, Employee will not be eligible for any future Annual Bonus notwithstanding any contrary provision in Section IV.A of this Agreement and (c) any unpaid Annual Bonus for any previously completed fiscal year, and shall have no claim to any Annual Bonus amount except as described in this Section VIII.C.2. Employee shall have no further rights to any compensation or benefits under this Agreement. All other benefits, if any, due Employee following a termination pursuant to this Section VIII.C shall be determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company. The expiration of the Employment Term on the last date of the Initial Employment Term or any Renewal Term thereof following proper advance notice as contemplated by Section I.B shall not be considered a termination without Cause by the Company and Employee shall be entitled to receive (i) the Accrued Obligations, (ii) the Pro Rata Bonus, if any, with respect to the year the Employment Term expired, (iii) any unpaid Annual Bonus for any previously completed fiscal year, and (iv) all other benefits, if any, as determined in accordance with the plans, policies and practices of the Company and any applicable statute or regulation; provided, however, that Employee shall not participate in any severance plan, policy or program of the Company or any affiliate of the Company

  • For Cause by the Company The Company may terminate the Employee's employment hereunder for cause immediately and with prompt notice to the Employee, which cause shall be determined in good faith solely by the Board of Directors. "Cause" for termination shall include, but is not limited to, the following conduct of the Employee:

  • Notice by the Company The Company shall give prompt written notice to a Responsible Officer of the Trustee at the Principal Office of the Trustee of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV. Notwithstanding the provisions of this Article XV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV, unless and until a Responsible Officer of the Trustee at the Principal Office of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least 2 Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Debenture), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within 2 Business Days prior to such date. The Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XV, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

  • Termination by the Company for Cause Notwithstanding anything to the contrary herein contained, the Company may terminate immediately the employment of Executive without notice and without pay in lieu of notice: (i) if Executive commits an act of theft, fraud or material dishonesty or misconduct involving the property or affairs of the Company or the carrying out of Executive’s duties; or (ii) if Executive commits a material breach or material non-observance of any of the terms or conditions of this Agreement provided that Executive is given written notice of any such breach or non-observance and fails to remedy the same within 15 days of receipt of such notice; or (iii) if Executive is convicted of a felony; or (iv) if Executive refuses or fails to implement any reasonable directive issued by the Company’s Board of Directors and Executive fails to remedy the refusal or failure within 15 days of receipt of written notice thereof; or (v) if Executive or any member of his family makes any personal profit arising out of or in connection with a transaction to which the Company or any of its subsidiaries is a party or with which it is associated without making disclosure to and obtaining prior written consent of the Company. Upon the termination of Executive’s employment pursuant to this Subsection (a), this Agreement and the employment of Executive hereunder shall be wholly terminated. Upon any such termination, Executive shall have no claim against the Company in respect of his employment for damages or otherwise except in respect of payment of base salary earned, due and owing and unused vacation time to the date of termination.

  • Termination Without Cause by the Company During the term of this Agreement and at times following the Company’s successfully consummating its first equity financing of $10 million or more in gross proceeds following the Effective Date (the “First Financing”), if the Company terminates the Executive’s employment without Cause pursuant to Paragraph 4(d) of this Agreement (a “Termination without Cause”), under circumstances that constitute a Involuntary Separation from Service with the Company (as defined for purposes of §409A of the Internal Revenue Code), the Company shall pay the Executive that ratable amount of Annual Compensation which the Executive would earn in 12 months based on Executive’s then-current salary and target bonus level (the “Severance Period”). Executive shall continue to participate in all other benefit plans during the Severance Period, except to the extent prohibited by law or any applicable employee benefit plan. All Stock Options granted to Executive which have vested prior to the final day of Executive’s employment under this Agreement (the “Termination Date”) shall remain vested and exercisable for the exercise period set forth in Executive’s Option Award Agreement. The Company will continue to vest Stock Options and stock awards during the Severance Period in accordance with the following vesting schedule: (1) If a Termination without Cause occurs during the first year of the term of this Agreement, all unvested Stock Options that would have vested during the calendar quarter within which the Termination without Cause occurs shall vest and become exercisable on the Termination Date for the exercise period set forth in Executive’s Option Award Agreement and, in addition, all unvested Stock Options that would have vested during the calendar quarter after the occurrence of the Termination without Cause also shall vest and become exercisable for the exercise period set forth in Executive’s Option Award Agreement; and (2) If a Termination without Cause occurs during the second year of the term of this Agreement, all unvested Stock Options that would have vested during the calendar quarter within which the Termination without Cause occurs shall vest and become exercisable on the Termination Date for the exercise period set forth in Executive’s Option Award Agreement and, in addition, all unvested Stock Options that would have vested during the two (2) calendar quarters after the occurrence of the Termination without Cause also shall vest and become exercisable for the exercise period set forth in Executive’s Option Award Agreement; and (3) If a Termination without Cause occurs during the third year of the term of this Agreement or thereafter, all unvested Stock Options that would have vested during the calendar quarter within which the Termination without Cause occurs shall vest and become exercisable on the Termination Date for the exercise period set forth in Executive’s Option Award Agreement and, in addition, all unvested Stock Options that would have vested during the three (3) calendar quarters after the occurrence of the Termination without Cause also shall vest and become exercisable for the exercise period set forth in Executive’s Option Award Agreement. Notwithstanding the foregoing provisions of this Section 5(d), if Executive receives a Termination without Cause prior to the First Financing, Executive shall receive no severance. Payment of the Executive’s separation pay benefit under this Section 5(d), if any, shall be made as follows: (i) Payment of the separation pay benefit shall commence as of the 30th day after the Executive’s Separation from Service, and shall continue in monthly installments thereafter until all 6 payments are made. (ii) In the event the value of the separation pay benefit shall exceed two times the lesser of the Executive’s annualized compensation or the maximum amount that may be taken into account for qualified plan purposes (in each case, as determined in accordance with Treas. Reg. §1.409A-1(b)(9)(iii)(A)), the excess shall not be paid as provided in (i), above, but instead shall be paid in 6 equal monthly installments commencing as of the first of the month after the date that is six months after the Executive’s Separation from Service date. (iii) In no event shall payments be accelerated, nor shall the Executive be eligible to defer payments to a later date.

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