Additional Covenants of the Issuer. 7.1 Upon and as soon as possible after the issuance of Common Shares, the Issuer hereby irrevocably covenants and agrees with the Purchaser that, for a period of two years after the Closing Date and provided that the Purchaser beneficially owns not less than ten (10%) percent of the issued and outstanding common shares of the Issuer at the time, the Purchaser shall have the right to:
(a) appoint one nominee to the Issuer’s board of directors (the “Purchaser’s Nominee”); and
(b) to participate, on a pro rata basis, in any future equity financing undertaken by the Issuer (excluding stock options granted pursuant to the Issuer’s stock option plan and the exercise of existing share purchase warrants). For greater certainty, the Purchaser’s pro rata right to participate in any future equity financing of the Issuer pursuant to subsection (b) shall be determined as follows: _____________________________ X Total Number of Securities Offered for Sale in Equity Financing = Purchaser’s Pro Rata Entitlement to Participate Total Issued and Outstanding Common Shares
7.2 The covenants and agreements contained in Section 7.1 will survive the Closing for the benefit of the Purchaser.
7.3 The Issuer acknowledges that the Purchaser would be irreparably harmed if any provision of Section 7.1 was not fulfilled or met by the Issuer in accordance with its terms, and that any such harm could not be compensated reasonably or adequately in damages. The Issuer further acknowledges that the Purchaser will be entitled to injunctive and other equitable relief to prevent or restrain breaches of any of the provisions of Section 7.1, or to enforce the terms and provisions thereof, by an action instituted in a court of competent jurisdiction, which remedy or remedies are in addition to any other remedy to which the Purchaser may be entitled at law or in equity.
Additional Covenants of the Issuer. 4.1 Provided that the Purchaser beneficially owns not less than 7.5% of the issued and outstanding Common Shares of the Issuer (on an undiluted basis), the Issuer covenants and agrees with the Purchaser that commencing as of the Closing Time:
(a) the Issuer shall, at the request of the Purchaser at any time, appoint one nominee designated by the Purchaser to the Board of the Issuer;
(b) the Issuer shall, at the request of the Purchaser, form a technical committee (the “Technical Committee”) comprised of four (4) members to which the Purchaser shall be entitled to appoint two members. The Technical Committee shall have the power and authority to, among other things, design, approve and carry out the budgets and exploration programs for the Xxxxx Gold Project to be funded out of the proceeds of the Combined Offering as contemplated in Subsection 4.2(a)(i) below. For greater certainty, following completion of the phase 1 and phase 2 exploration programs on the Xxxxx Gold Project contemplated in Subsection 10.5(i) below, future work programs by the Issuer on the Xxxxx Gold Project shall be determined by the Technical Committee on a collective basis, acting reasonably. All members of the Technical Committee shall be given reasonable access to the Issuer's scientific and technical data, work plans and programs, permitting information and results of operations from time to time including, but not limited to, reasonable access to the Issuer's technical personnel and supervised site visits to the Issuer's mineral properties. All members of the Technical Committee shall be given reasonable access to the Purchaser’s scientific and technical data, work plans and programs, permitting information and results of operations in respect of the Xxxxx Gold Project from time to time including, but not limited to, reasonable access to the Purchaser’s technical personnel who conduct geophysical or other exploration work in respect of the Issuer's mineral properties;
(c) the Issuer grants the Purchaser the right in respect of any future private or public equity financing (each an “Equity Financing”), of Common Shares or Convertible Securities/
(d) (collectively, the “Equity Securities”) undertaken by the Issuer, including options granted or Common Shares issued pursuant to the Issuer’s stock option plan, provided that with respect to such options, the following shall only be applicable upon the exercise of such options, or Common Shares issued upon the exercise of share purchase ...
Additional Covenants of the Issuer. (a) The Issuer shall not suffer to exist any claim against it on a recourse basis, which in its reasonable judgment giving due regard to the likelihood of success on the merits of such claim as well as any reserves or other arrangements which have been made to assure the payment of any such claims, creates a risk of insolvency proceedings against the Issuer.
(b) The Issuer shall maintain its status as a "qualified REIT subsidiary" under Section 856(i)(2) of the Code unless it shall have received the prior written consent of the Rating Agencies to change or terminate such status.
Additional Covenants of the Issuer. In consideration of the Trustee and the Holders entering into this Agreement in accordance with the terms and conditions hereof, the Issuer hereby covenants and agrees that the Issuer shall at all times during the Forbearance Covenant Period comply with each of the following covenants, it being understood by the parties that the failure to do so will immediately constitute the occurrence of a Forbearance Default:
Additional Covenants of the Issuer. The Issuer hereby agrees and covenants that it shall file as and when applicable, on a timely basis, all reports required to be filed by it under the Exchange Act. If the Issuer is not required to file reports pursuant to the Exchange Act or fails to file required reports, upon the request of any XX Xxxxxx, the Issuer shall make available to such requesting XX Xxxxxx the information specified in subparagraph (c)(2) of Rule 144 of the Securities Act, and take such further action as may be reasonably required from time to time and as may be within the reasonable control of the Issuer, to enable WS Holders to Transfer the Warrant Stock without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act or any similar rule or regulation hereafter adopted by the Commission. In addition, promptly upon the request of any XX Xxxxxx, the Issuer shall provide such XX Xxxxxx with such financial statements, reports and other information as may be required to permit such XX Xxxxxx to Transfer shares of Warrant Stock to Qualified Institutional Buyers pursuant to Rule 144A of the Securities Act.
Additional Covenants of the Issuer. 9.1 The Issuer irrevocably covenants and agrees with the Purchaser that subject to compliance with Applicable Legislation and, if required, the acceptance of the Canadian Exchange, the Purchaser shall have the right (but not the obligation) to acquire, on a pro rata basis, Common Shares or securities convertible into Common Shares (other than options granted pursuant to the Issuer’s stock incentive plan in effect from time to time) (collectively, the “Equity Securities”) if at any time and for any reason (whether in respect of a private or public offering of securities or in connection with a corporate transaction or otherwise) the Issuer issues Equity Securities (each, an “Equity Issuance”). In the foregoing circumstances, the Purchaser shall have the right (but not the obligation) to acquire that number of Equity Securities on the same terms as the applicable Equity Issuance that would cause it to maintain the same percentage equity interest in the Issuer that it possesses immediately prior to the closing of the Equity Issuance such that the Purchaser does not suffer any equity dilution. The Issuer hereby acknowledges that it shall not close any Equity Issuance prior to providing the Purchaser with the opportunity to exercise its rights, as such rights are described in this Section 9.1. For greater certainty, the Issuer shall consult with (but not necessarily gain the consent of) the Purchaser prior to effecting any Equity Issuance.
9.2 The Issuer acknowledges and agrees that the Purchaser would be irreparably harmed if any term or condition of Section 9.1 is not fulfilled or met by the Issuer, and that any such harm may not be compensated reasonably or adequately in damages. The Issuer further acknowledges and agrees that the Purchaser shall be entitled to injunctive and other equitable relief to prevent or restrain breaches of such provision or to enforce the terms and conditions thereof, by an action instituted in a court of competent jurisdiction in the Province of British Columbia, which remedy or remedies are in addition to any other remedy to which the Purchaser may be entitled at law or in equity.
Additional Covenants of the Issuer. The Issuer agrees that (a) Each acceptance by the Issuer of an offer for the purchase of Securities (whether through the Purchasing Agent as agent or to the Purchasing Agent as principal) and each delivery of Securities (whether through an Agent as agent or to one or more Agents as principal) shall be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such acceptance and a covenant that such representations and warranties will be true and correct at the time of delivery to the purchaser of the Securities relating to such acceptance as though made at and as of each such time, it being understood that such representations and warranties shall relate to the Prospectus as amended or supplemented at each such time. Each such acceptance by the Issuer of an offer for the purchase of Securities shall be deemed to constitute an additional representation, warranty and agreement by the Issuer that, as of the settlement date for the sale of such securities, after giving effect to the issuance of such Securities, of any other Securities to be issued on or prior to such settlement date and of any other Registered Securities to be issued and sold by the Issuer on or prior to such settlement date, the aggregate amount of Registered Securities (including any Securities) which have been issued and sold by the Issuer will not exceed the amount of Registered Securities registered pursuant to the Registration Statement.
Additional Covenants of the Issuer. The Issuer hereby represents and warrants to the Bondholders and the Bondowner Representative that, as of the Closing Date:
(a) The Issuer is a public body, corporate and politic, duly organized and existing under the laws of the State and is duly authorized enter into and perform its obligations under this Indenture.
(b) All requirements have been met and procedures have occurred in order to authorize the execution and delivery by the Issuer of this Indenture. The Issuer has taken all necessary action and has complied with all provisions of the law required to make this Indenture a valid and binding limited obligation of the Issuer, except to the extent limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding at law or in equity, or by public policy.
(c) The Bonds have been duly authorized, executed and delivered by the Issuer. Nothing in this Indenture shall be construed as requiring the Issuer to provide any financing for the Project, or to provide sufficient moneys for all of the cost of financing the Project, other than to use the proceeds of the Bonds to make the Loan..
(d) To the best knowledge of the Issuer, there is no action, suit, proceeding, inquiry or investigation by or before any court, governmental agency or public board or body pending or threatened against the Issuer that (i) affects or seeks to prohibit, restrain or enjoin the execution or delivery of this Indenture, the origination of the Loan or the lending of the proceeds of the Loan to the Borrower, or the execution and delivery of the Loan Agreement or the other Loan Documents, (ii) affects or questions the validity or enforceability of the Bonds or the Loan Documents, or (iii) questions the tax- exempt status of interest on the Bonds. The Issuer makes no representation or warranty that the Project will be adequate or sufficient for the purposes of the Borrower. Nothing in this Indenture shall be construed as requiring the Issuer to provide any financing for the Project other than from the proceeds of the Loan.
Additional Covenants of the Issuer. For so long as this Agreement has not been validly terminated in accordance with the terms herein, and subject to the terms and conditions of this Agreement, the Issuer shall:
(a) not, directly or indirectly (including through its representatives and advisors), take any action (including filing any motion, notice or document) that is in any respect contrary to or inconsistent with this Agreement, the Scheme or any Definitive Restructuring Document, or that would be reasonably expected to materially delay consummation of the Restructuring or the transactions contemplated by this Agreement, the Scheme or Definitive Restructuring Documents;
(b) not, directly or indirectly (including through its representatives and advisors), seek, solicit, encourage or negotiate or engage in any discussions or other communications relating to, or enter into any agreements or arrangements relating to any Alternative Transaction;
(c) (i) support and take all reasonable actions necessary or reasonably requested by the Supporting Parties to facilitate the solicitation, confirmation, and consummation of the Restructuring the transactions contemplated thereby, and (ii) not take any action directly or indirectly that is inconsistent with, or that would reasonably be expected to prevent, interfere with, delay or impede the consummation of the Restructuring;
(d) to the extent any legal or structural impediments arise that would prevent, hinder, or delay the consummation of the transactions contemplated by this Agreement, the Term Sheet or Definitive Restructuring Documents, negotiate in good faith appropriate additional or alternative provisions to address any such impediments; provided that such alternative does not alter, in any material respect, the substance and economics of the Restructuring or the transactions contemplated by this Agreement, the Term Sheet or Definitive Restructuring Documents;
(e) maintain their good standing under the laws of the Cayman Islands;
(f) when directed by the Consenting Noteholders, file its Chapter 15 Filing; provided Consenting Noteholders; and
(g) not replace any members of the board of directors of the Issuer.
Additional Covenants of the Issuer. Except as otherwise provided herein or in the Indenture, the Issuer shall not during the Term, in whole or in part, assign, lease, hypothecate or otherwise create any other interest in, or dispose of, or cause or permit any lien, claim or encumbrance to be placed against, the Project, except this Lease, the Sublease and the pledge of the Project pursuant to the Indenture.
