Coeur Australia Sample Clauses

Coeur Australia. Coeur Australia must not cease to be a Wholly Owned Subsidiary of Coeur without the prior written consent of Cobar, which consent must not be unreasonably withheld.
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Coeur Australia. Coeur Australia is a limited purpose company organized under the laws of Australia whose primary activity is to receive payments under the Cobar Silver Sale Agreement and to remit such payments to the Parent, and to conduct any ancillary business and activities necessary to accomplish such receipts and remittances. Collateral Agreement
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Coeur Australia. The Parent agrees that (a) the Parent will at all times own all outstanding shares of Coeur Australia, (b) the Parent will cause Coeur Australia to maintain its primary activity as described in Section 3.07 above and not conduct any business other than the Limited Purpose, and (c) the Parent shall cause Coeur Australia to keep in full force and effect its existence. The Parent shall not permit Coeur Australia to create, assume or suffer to exist any indebtedness owing to any affiliate of Coeur Australia or guarantee any obligation of any of its affiliates. Notwithstanding the amount of funds on deposit in the Pledged Account from time to time, at no time will the amount of Australia Collateral subject to the security interest granted by Coeur Australia under this Agreement exceed $9,000,000.00 (such amount, the “Australia Collateral Maximum”. If at any time the aggregate funds received by Secured Party as a result of (a) Secured Party’s transfers of funds to it pursuant to an Account Control Agreement and (b) delivery by the Secured Party of Cobar Payment Instructions shall exceed the Australia Collateral Maximum, then Secured Party will, within two Business Days of receipt of any such excess, transfer any such excess to an account designated by Coeur Australia in its sole discretion. Such obligation of Secured Party to transfer funds received in excess of the Australia Collateral Maximum shall apply not only to all amounts initially received by Secured Party upon an exercise of its rights pursuant an Account Control Agreement or delivery of Cobar Payment Instructions, but also to all amounts subsequently received by Secured Party pursuant to an Account Control Agreement or the Cobar Payment Instructions. If an Event of Default occurs, the Parent will and will cause Coeur Australia to maintain in full force and effect an Account Control Agreement and Cobar Payment Instructions until such time as funds in an aggregate amount equal to the Australia Collateral Threshold are provided to Secured Party pursuant to such Account Control Agreement and Cobar Payment Instructions.
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Related to Coeur Australia

  • AUSTRALIA Notifications

  • India As used herein, “

  • SWEDEN There are no country-specific provisions. SWITZERLAND NOTIFICATIONS

  • FINLAND There are no country-specific provisions. FRANCE

  • CHINA The following provisions govern your participation in the Plan if you are a national of the People’s Republic of China (“China”) resident in mainland China, as determined by the Company in its sole discretion:

  • LTD By: __________________________ Name: Title: SIGNATURE PAGE TO UNDERTAKING AGREEMENT XXXXXX XXXXXX By: __________________________ Name: Title: SIGNATURE PAGE TO UNDERTAKING AGREEMENT EXHIBIT A IRREVOCABLE PROXY The undersigned shareholder of ECI Telecom Ltd., a company formed under the laws of the State of Israel (the "COMPANY") hereby irrevocably appoints and constitutes Xxxxx Xxxxx and/or Zohar Uzdin as the attorney and proxy of the undersigned with full power of substitution and resubstitution to the full extent of the undersigned's rights with respect to (i) the issued and outstanding ordinary shares, par value NIS 0.12 per share of the Company ("COMPANY SHARES"), owned of record by the undersigned as of the date of this proxy, which shares are specified on the final page of this proxy and (ii) any and all other Company Shares which the undersigned may acquire of record after the date hereof (collectively, the "SUBJECT SECURITIES"). Upon execution of this proxy, all prior proxies given by the undersigned with respect to any of the Subject Securities regarding the matters that are the subject hereof, are hereby revoked and no subsequent proxies will be given with respect to any of the Subject Securities. This proxy is irrevocable and coupled with an interest, until the earliest to occur of any of the events specified in clauses (i) through (iii) of the following paragraph, at which time this proxy shall automatically be revoked. Each of the attorneys and proxies named above are hereby instructed and authorized to exercise this proxy to appear in the name and instead of the undersigned for the purpose of establishing a quorum and to vote (or cause to be voted) all of the Subject Securities, at any general, special or other meeting of the shareholders of the Company, and at any adjournment(s) or postponement(s) thereof, however called or convened, or pursuant to any consent in lieu of a meeting or otherwise, which the undersigned has the right to so vote during the period from the date hereof until the earlier of (i) immediately prior to the termination of the Agreement and Plan of Merger (the "MERGER AGREEMENT"), dated the date hereof, among the Company, Epsilon 1 Ltd. , an Israeli company ("PURCHASER") and Epsilon 3 Ltd., an Israeli company and an indirect wholly owned subsidiary of Purchaser ("MERGER SUB"), in accordance with its terms, (ii) the agreement of Purchaser and the undersigned to terminate this proxy, and (iii) the Effective Time (as defined in the Merger Agreement):

  • Ireland There are no country-specific provisions. ISRAEL

  • Alex Xxxxx shall furnish, at its expense and without cost to the Fund, the services of personnel to the extent that such services are required to carry out their obligations under this Agreement;

  • Singapore Notifications

  • INSOLVENCY AND COUNTRY RISK The Custodian shall in no event be liable for (a) the insolvency of any Eligible Foreign Custodian, (b) the insolvency of any depositary bank maintaining in a deposit account cash denominated in any currency other than an “on book” currency, or (c) any loss, cost or expense incurred or sustained by a Fund or Portfolio resulting from or caused by Country Risk.

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