Availability of Ordinary Shares. The Company hereby covenants that at all times there shall be made available, free of any Liens, for issuance and delivery upon conversion of the Purchased Shares such number of Ordinary Shares or other shares of share capital of the Company as are from time to time issuable upon conversion of the Purchased Shares.
Availability of Ordinary Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Ordinary Shares or any Ordinary Shares held in it as dormant shares, the number of Ordinary Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with the Exercise Ratio.
(b) The Company shall use its reasonable commercial efforts to (i) file, as soon as practicable following the earliest date after any Person, alone or together with its Affiliates and Associates, becomes an Acquiring Person, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate, and commercially reasonable, under, or to ensure compliance with, the securities or “blue sky” laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 180 days after the date set forth in clause (i) of the first sentence of this Section 9(b), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained.
(c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Ordinary Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Ordinary Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued an...
Availability of Ordinary Shares. The Company hereby covenants that at all times there shall be made available, free of any liens, for issuance and delivery upon conversion of the Series B-4 Purchased Shares such number of Ordinary Shares or other shares in the share capital of the Company as are from time to time issuable upon conversion of the Series B-4 Purchased Shares from time to time, and will take all steps necessary to increase its authorized share capital to provide for sufficient number of Ordinary Shares issuable upon conversion of the Series B-4 Purchased Shares.
Availability of Ordinary Shares. The Company hereby covenants that at all times there shall be made available in its authorized share capital, free of any liens, for issuance and delivery upon conversion of the Series A Preferred Shares such number of Ordinary Shares or other shares of share capital of the Company as are from time to time issuable upon conversion of the Series A Preferred Shares and, from time to time, shall take all steps necessary to increase its authorized share capital to provide for sufficient number of Ordinary Shares issuable upon conversion of the Series A Preferred Shares.
Availability of Ordinary Shares. The Company will keep available at all times the number of Ordinary Shares reasonably required to satisfy then-outstanding Awards.
Availability of Ordinary Shares. At all times there shall be made available, free of any Encumbrances, for issuance and delivery upon conversion of the Purchased Shares such number of Ordinary Shares or other shares in the share capital of the Company as are from time to time issuable upon conversion of the Purchased Shares from time to time, and will take all steps necessary to increase its authorized share capital to provide for sufficient number of Ordinary Shares issuable upon conversion of the Purchased Shares.
Availability of Ordinary Shares. The Warrantors hereby covenant that at all times there shall be made available, free of any liens, for issuance and allotment upon conversion of the CVC Warrant and the Purchased Shares such number of Ordinary Shares or other shares of share capital of the Company as are from time to time issuable upon conversion of the CVC Warrant and the Purchased Shares.
Availability of Ordinary Shares. If and to the extent permitted by the Capital Regulations, from time to time and only to the extent that such undertaking would not cause a Capital Disqualification Event to occur, the Company shall, notwithstanding any Settlement Shares Offer, at all times keep available for issue, free from pre-emptive or other preferential rights, sufficient ordinary shares to enable Automatic Conversion of the Contingent Capital Notes to be satisfied in full.
Availability of Ordinary Shares. (a) From and after such time as there is an Acquiring Person, the Company covenants and agrees that it will use all reasonable endeavors to keep reserved and available out of its authorised and unissued Ordinary Shares or any Ordinary Shares held in its treasury, and to maintain in place the necessary allotment and pre-emption authorities required under Irish law to allot and issue for cash consideration on a non-preemptive basis in accordance with Section 1021 and 1023 of the Act, the number of Ordinary Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7 hereof; provided, however, subject to Section 11(a)(iii) and Section 24(c), the Company shall have no obligation to seek approval of any amendment to the Articles to increase the authorised share capital or for any allotment and/or pre-emption authorities required in accordance with Sections 1021 and 1023 of the Act and the Board of Directors of the Company may decide, in its sole discretion, to reduce the number of Ordinary Shares reserved and available for issuance under this Agreement for any reason. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Ordinary Shares or other securities, as the case may be, delivered upon exercise of Rights shall, at the time of delivery of such Ordinary Shares or other securities, as the case may be (subject to payment of the Purchase Price), be duly and validly authorised and issued and fully paid and nonassessable.
(b) The Company further covenants and agrees that it will provide that an indirectly held subsidiary of the Company will, pay when due and payable any and all taxes and charges that may be payable in respect of the issuance or delivery of the Book Entry Rights or of any Ordinary Shares upon the exercise of Rights. The Company shall not, however, be required to pay any tax or charge that may be payable in respect of any transfer or delivery of Book Entry Rights to a Person other than, or the issuance or delivery of certificates or depositary receipts for the Ordinary Shares in a name other than that of, the registered holder of the Book Entry Right evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Ordinary Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Book Entry Right at the t...
Availability of Ordinary Shares. The Company hereby covenants that at all times there shall be made available, free of any Liens, for issuance and delivery upon conversion of the JD Preferred Shares such number of Ordinary Shares in the share capital of the Company as are from time to time issuable upon conversion of the JD Preferred Shares issued hereunder, and will take all steps necessary to increase its authorized share capital to provide sufficient number of Ordinary Shares issuable upon conversion of the JD Preferred Shares issued hereunder.
