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 an Agent as agent or to one or more Agents 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.
(b) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement (i) that relates to an offering by the Issuer of Registered Securities other than the Securities or (ii) that solely specifies the terms of the Securities) (each such time being herein referred to as a "Representation Date"), the Issuer shall, concurrently with such amendment or supplement, furnish the Agents with a certificate, dated the date of delivery thereof, of the President or any Vice President, and by the Treasurer, the Controller, the Secretary or any Assistant Treasurer, Assistant Controller or Assistant Secretary of the Issuer, in form satisfactory to the Agents, to the effect that the statements contained in the certificate covering the matters set forth in Section 5(e) hereof which was last furnished to the Agents are true and correct at the time of such amendment or supplement as though made at and as of such time (except that such statements ...
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 Lxxxx 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 Lxxxx Gold Project contemplated in Subsection 10.5(i) below, future work programs by the Issuer on the Lxxxx 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 Lxxxx 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 (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 warra...
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 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 until the Secured Debt Termination Date comply with each of the following covenants:
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. (a) The Issuer shall construct and operate the Project in accordance with all applicable federal, state and local laws, ordinances, rules and regulations and all agreements and instruments to which it is a party or by which it is bound.
(b) The Issuer shall not sell, transfer, convey, encumber or otherwise dispose of the Project or any part thereof while any Bonds are Outstanding except as provided in this Indenture, and the Issuer hereby further agrees that any sale, transfer or other disposition of the Project in violation hereof or thereof shall be null, void and without effect, shall cause a reversion of title to the Issuer and shall be ineffective to relieve the Issuer of its obligations under this Indenture.
(c) The Issuer shall not demolish any part of the Project except in accordance with the Plans and Specifications or substantially remove from the Project any real or personal property.
(d) The Issuer shall not execute any other agreement with provisions contradictory to, or in opposition to, the provisions hereof, and in any event, the requirements of this Indenture are paramount and controlling as to the rights and obligations herein set forth and supersede any other requirements in conflict herewith.
(e) the Issuer shall cause all payments to be made by Tenant under the Lease to be paid directly to the Trustee for deposit into the Revenue Fund. If Issuer shall at any time receive all or any part of a payment made by Tenant under the Lease, the Issuer shall immediately deliver such funds to the Trustee for deposit into the Revenue Fund.
Additional Covenants of the Issuer. WITH RESPECT TO THE 2013 NOTES
Additional Covenants of the Issuer. The Issuer agrees with the Investors:
Additional Covenants of the Issuer. The Issuer covenants and agrees with the Initial Purchaser as follows:
(a) Initial Purchaser's Review of Proposed Amendments and Supplements. Prior to amending or supplementing the Offering Memorandum (including any amendment or supplement through incorporation by reference of any report filed under the Exchange Act), the Issuer shall furnish to the Initial Purchaser and its counsel for review and comment a copy of each such proposed amendment or supplement, and the Issuer shall not use any such proposed amendment or supplement to which the Initial Purchaser reasonably objects.
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.
