BUSINESS UNDERTAKINGS Sample Clauses

BUSINESS UNDERTAKINGS. 12.1 The Founders will promote the best interests of the Company and ensure that the Business is conducted in accordance with the Business Plan and with good business practice. 12.2 The Company shall apply the proceeds of the subscription by the Investor for the [First Tranche] Securities [and Second Trance Securities] in the furtherance of the Business in accordance with the Business Plan and the Budget. 12.3 The Founders and the Company severally undertake to the Investor to procure, so far as it lies within their respective power to do so, that the Founders and the Company will comply with the requirements set out in schedule 7.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
BUSINESS UNDERTAKINGS. 11.1 The Founders severally undertake, so far as it lies within their respective power to do so, to use their reasonable endeavors to promote the best interests of the Company and so far as it lies within their respective power shall ensure that Ore Business is conducted with good business practice. 11.2 Unless otherwise agreed by an Investor Majority and Founder Consent and Xxxx Capital Director Consent and the Series B Majority, the Company shall apply the proceeds of the subscription by the Series B Investors for the New Shares in the furtherance of the Business in accordance with the budgets adopted pursuant to clause 9.2 on the terms of this Agreement. 11.3 The Founders and the Company severally undertake to the Investors to procure, so far as it lies within their respective power to do so, that the Founders and the Company and, where applicable, each Group Company will comply with the requirements set out in Schedule 7. 11.4 Within six (6) months following the Completion. Date, the Company shall document and implement a complete transfer pricing with respect to all significant transactions among the Group Companies. 11.5 The Company agrees to use its commercially reasonable efforts to refinance the Existing Loan Notes on terms reasonably satisfactory to the Board (including the Insight Director) as soon as reasonably practicable following the Completion Date. 11.6 No later than, three (3) months following the end of the Company’s taxable year, the Company shall provide the following information to each Investor (i) the Company’s capitalization table as of the end of the last day of such taxable year and (ii) a statement from the Company setting forth whether or not, so far as the Company is aware, any Group Company was a CFC during such taxable year. Upon a determination by the Company, any Investor or any Taxing Authority that any Group Company is a CFC for any taxable year, the Company will provide prompt written notice to each Investor, and shall furnish to each Investor, on a timely basis, all information reasonably requested by such Investor that is reasonably necessary to satisfy the United States income tax return filing requirements of such Investor (or its owners) arising from its divestment in the Company and relating to any Group Company’s classification as a CFC and the amount, if any, of any Subpart F income (within the meaning of the Code) of any Group Company. 11.7 Each Group Company shall make due inquiry on at least an annual basis r...
Sample 1Sample 2
BUSINESS UNDERTAKINGS. The Company and ICTS severally undertake to the Investors to procure that, so far as it lies within their respective power to do so, the Company shall comply with each of the requirements set out in schedule 3.
Sample 1
BUSINESS UNDERTAKINGS. 6.1 The Manager shall promote the best interests of the Company and ensure, so far as he is able, that the Business is conducted in accordance with the Business Plan and the Budget and with good business practice. 6.2 The Manager and the Company severally undertake to the Investors to procure, so far as it lies within their respective power to do so, that the Manager and each member of the Group will comply with the requirements set out in Schedule 3. References to the Company in Schedule 3 shall be construed as a reference to each member of the Group from time to time. 6.3 The Company will comply with the requirements set out in Schedule 5.
Sample 1
BUSINESS UNDERTAKINGS. 3.1 The Company undertakes to the Shareholders to: 3.1.1 ensure that the Business is conducted in accordance with good business practice; 3.1.2 at all times comply in all material respects with all laws and regulations applicable to it in respect of the conduct of its business; and 3.1.3 obtain and maintain in full force and effect all governmental and other regulatory consents, licences or approvals (together, "Relevant Approvals") required for the conduct of the whole or any part of its business; 3.1.4 take all such reasonable action as may be reasonably necessary to protect its Intellectual Property and/or other property and assets; and 3.1.5 maintain effective and appropriate control systems in relation to its financial, accounting and record keeping functions. 3.2 Each Shareholder shall use his reasonable endeavours to promote (so far as is lawfully possible in the exercise of his rights and powers as a shareholder of the Company) the best interests of the Company and ensure that the Business is conducted in accordance with the Business Plan (if applicable) and with good business practice for the benefit of the Company's shareholders as a whole. 3.3 The Founders hereby acknowledge that it is their intention as at the date of this Agreement is to each make available to the Company funding of up to £200,000 each in the form of an unsecured loan, subject to the performance and finance needs of the Business from time to time.
Sample 1
BUSINESS UNDERTAKINGS. The Company shall apply the proceeds of the subscription by the Investors and any Additional Investors for New Shares in the furtherance of its business in accordance with the Business Plan.
Sample 1
AutoNDA by SimpleDocs
BUSINESS UNDERTAKINGS. 7.1. The Company shall apply the proceeds of the subscription by the Investors for the New Shares in the furtherance of the Business in accordance with the Business Plan and the Budget. 7.2. The Company each severally undertakes to the Investors to procure, so far as it lies within their respective power and authority to do so, that the Company will comply with the requirements set out in Schedule 3 (Undertakings). 7.3. The Company hereby acknowledges that one or more Investors (and any private equity funds advised or managed (directly or indirectly) by the Investors and/or their Affiliates) have sustainable investment objectives including in accordance with Articles 8 and/or 9 of SFDR. The Company shall use commercially reasonable efforts to support the Investors in complying with its SFDR-related and any other ESG obligations as they relate to the Company. 7.4. The Company shall provide the Investors access to the Group's senior management, upon reasonable notice, to discuss any questions or issues pertaining to ESG-related legal or compliance requirements. 7.5. Subject to clause 7.6, in the event that (i) the Board and (ii) an Investor Majority, have confirmed their approval to an amendment to or substitution of the Articles (the "Amendment"), each Shareholder hereby irrevocably and unconditionally agrees to exercise all voting rights available to it in his, her or its capacity as a shareholder of the Company to vote (including by way of written consent and/or resolution) all of the Shares eligible to vote then held by him, her or it, or otherwise under his, her or its control, in favour of such Amendment. 7.6. If and to the extent any Amendment: (a) is subject to any contractual consent required under this agreement being obtained by the Company or any other party to this agreement; and/or (b) would impose any new obligation on a particular Shareholder (as opposed to the holders of a class of Shares as a whole) or vary or remove an express right particular to a Shareholder under the Articles, then in each case, the Amendment shall not be effected in accordance with this clause 7 without (i) in the case of a contractual consent required under clause 7.6(a), such consent being obtained, and (ii) in the case of clause 7.6(b), the consent of the affected Shareholder to such change being obtained, provided in all cases that the creation of a new class of shares in the capital of the Company with preferential rights which rank senior to all (and not some of)...
Sample 1

Related to BUSINESS UNDERTAKINGS

  • LICENSEE’S UNDERTAKINGS 7.1 The Licensee shall: 7.1.1 use reasonable efforts to ensure that all Authorized Users are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Materials and of the sanctions which the Licensee imposes for failing to do so; 7.1.2 use reasonable efforts to notify Authorized Users of the terms and conditions of this License and take steps to protect the Licensed Materials from unauthorized use or other breach of this License; 7.1.3 use reasonable efforts to monitor compliance and immediately upon becoming aware of any unauthorized use or other breach, inform the Publisher and take all reasonable and appropriate steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence; 7.1.4 issue passwords or other access information only to Authorized Users and use all reasonable efforts to ensure that Authorized Users do not divulge their passwords or other access information to any third party; 7.1.5 provide the Publisher, within 30 days of the date of this Agreement, with information sufficient to enable the Publisher to provide access to the Licensed Material. Should the Licensee make any significant change to such information, it will notify the Publisher not less than sixty (60) days before the change takes effect. 7.1.6 keep full and up-to-date records of all Authorized Users and their access details and provide the Publisher with details of such additions, deletions or other alterations to such records as are necessary to enable the Publisher to provide Authorized Users with access to the Licensed Materials as contemplated by this License; 7.1.7 use reasonable endeavours to ensure that only Authorized Users are permitted access to the Licensed Materials. 7.2 THE LICENSEE AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS FROM AND AGAINST ANY LOSS, DAMAGE, COSTS, LIABILITY AND EXPENSES (INCLUDING ATTORNEY’S FEES) ARISING OUT OF ANY CLAIM OR LEGAL ACTION TAKEN AGAINST THE PUBLISHER RELATED TO OR IN ANY WAY CONNECTED WITH ANY USE OF THE LICENSED MATERIALS BY THE LICENSEE OR AUTHORIZED USERS OR BY ANY FAILURE OF THE LICENSEE TO PERFORM ITS OBLIGATIONS IN RELATION TO THIS LICENSE. 7.3 The Licensee shall, in consideration for the rights granted under this License, pay the Fee upon receipt of an invoice. Licensee shall be solely liable for any taxes related to the Fee.

  • INFORMATION UNDERTAKINGS The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • Financial Undertakings The Borrower will not enter into or remain liable upon, nor will it permit any Subsidiary to enter into or remain liable upon, any Financial Undertaking, except to the extent required to protect the Borrower and its Subsidiaries against increases in interest payable by them under variable interest Indebtedness.

  • Further Undertakings The Parties agree to promptly execute the documents which are reasonably required or positive for the purpose of implement of this Agreement, and to take further actions which are reasonably required or positive for the purpose of implement of this Agreement.

  • Other Undertakings To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an “IMS Company” and collectively, the “IMS Companies”), including the confidential information of the IMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows: (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercise, expiration, forfeiture or other termination of this Agreement or the SARs issuable hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that the period during which the non-competition and non-solicitation covenants in such agreement(s) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, that the remedies available for breach of any non-competition or non-solicitation covenants during such extended six-month period shall be limited to the following: (x) to the extent then outstanding, the forfeiture of the SARs for no consideration, and (y) to the extent the SARs have been exercised on or after the date that is 18 months before Participant’s cessation of Employment, with respect to the shares of Stock issued upon such exercise (including shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value of such shares of Stock as of the date of exercise, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares following such exercise will be deemed sales of the shares acquired upon such exercise.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS Company. (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such policy set forth in Section 8(b)(ii) of this Agreement and (b) any provision of applicable law or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company. To the extent that the terms of this Agreement and such policy conflict, the terms of such policy shall prevail. (iv) By accepting the SARs, the Participant consents to one or more deductions from any amounts any IMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

  • GENERAL UNDERTAKINGS The undertakings in this Clause 22 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • Undertakings The Company shall comply with all the provisions of any undertakings contained and required to be contained in the Registration Statement.

  • Nature of Undertakings The undertakings given by you under this letter are given to us and (without implying any fiduciary obligations on our part) are also given for the benefit of the Borrower and each other member of the Group.

  • Additional Undertakings Pledgor will not, without the prior written consent of Pledgee: (a) enter into any agreement amending, supplementing or waiving any provision of any Pledged Interests (including any Organizational Documents or regulations to which such Pledged Interests relate) or compromising or releasing or extending the time for payment of any obligation of the maker thereof, provided that the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effect; (b) take or omit to take any action the taking or the omission of which would result in any impairment or alteration of (i) any obligation in respect of any Pledged Interests constituting Collateral or (ii) any other instrument constituting Collateral; (c) cause or permit any change to be made in its name, identity, corporate structure or state of incorporation or formation, or any change to be made to a jurisdiction other than as represented in (i) the location of any Collateral, (ii) the location of any records concerning any Collateral or (iii) in the location of its place of business (or, if it has more than one place of business, its chief executive office), unless Pledgor shall have notified Pledgee of such change at least 5 business days prior to the effective date of such change, and shall have first taken all action, if any, reasonably required by Pledgee for the purpose of further perfecting or protecting the security interest in favor of Pledgee in the Collateral; (d) permit the issuance of (i) any additional stock, membership, partnership or other equity interests or units of any class of additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof), (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof) or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such interests or units; or (e) enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any Pledged Interests, except as contained in the Organizational Documents in effect as of the date hereof, or restrictions on transfers imposed by federal and state securities laws.

  • Compliance with certain undertakings At the date of this Agreement, the Borrower is in compliance with Clauses 11.2, 11.4, 11.9 and 11.13.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!