Company Undertakings. Whenever Registrable Securities are registered or sold pursuant to this Agreement, the Company shall use its commercially reasonable efforts to effect the registration and the sale of such Registrable Securities as soon as reasonably practicable in accordance with the intended method of disposition thereof and pursuant thereto the Company shall as expeditiously as possible:
(i) before filing a Registration Statement or Prospectus or any amendments or supplements thereto, at the Company’s expense, furnish to the Investor copies of all such documents, other than documents that are incorporated by reference, proposed to be filed and such other documents reasonably requested by the Investor, which documents shall be subject to the review and comment of the counsel to the Investor;
(ii) reasonably promptly notify the Investor of the effectiveness of each Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under such Registration Statement or have otherwise ceased to be Registrable Securities, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;
(iii) furnish to the Investor, and the managing underwriters, without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, the Prospectus included in such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as such seller or such managing underwriters may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by the Investor, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other Governmental Entity relating to su...
Company Undertakings. (a) The Company undertakes that none of it, any Note Party, any of its respective affiliates (as such term is defined in Rule 501(b) of Regulation D under the Securities Act) nor any person acting on its or their behalf (other than the Purchasers, any holder of the Notes and their respective affiliates, as to which no undertaking is being made) will engage in connection with the offering of the Notes, in any “directed selling efforts” (within the meaning of Regulation S) with respect to the Notes.
(b) None of the Company, any Note Party, any of its respective affiliates (as such term is defined in Rule 501(b) of Regulation D under the Securities Act) nor any person acting on its or their behalf (other than the Purchasers, any holder of the Notes and their respective affiliates, as to which no undertaking is being made) will, directly or indirectly, make offers or sales of any security, or solicit offers to buy or otherwise negotiate in respect of, any security, under circumstances that would require the registration of the Notes under the Securities Act.
Company Undertakings. The Company covenants with the Stockholders as follows:
Company Undertakings. The undertakings of the Company pursuant to this Agreement shall be widely construed and in a manner designated to give them effect, to the fullest extent permissible under law. In the event of any contradiction between the provisions of this Agreement and any provision of law which is not dispositive or which cannot be amended, the provision of law shall prevail, but the same shall not impair or derogate from the validity of the other provisions hereunder. The Company shall perform any reasonable action controlled by the Company to execute any document, resolution and enter any proceeding required to allow it to effectuate and perform its obligations hereunder.
Company Undertakings. 3.1 The Company hereby warrants to UCLB that as at the date of this Deed no sums are due to UCLB in respect of the [**] under the Licence Agreement, in respect of the period prior to termination.
3.2 The Company shall at UCLB’s request execute any formal documents as may be necessary or appropriate to register the termination of the [**] granted under the Licence Agreement.
Company Undertakings. 7.1 The Company undertakes to each of the Investors that it shall:
Company Undertakings. In furtherance of the registration provisions set forth herein intended to facilitate the sale of shares of Company Common Stock by the Holders, the Company shall (a) furnish to each Holder (i) within ninety (90) days of the end of each fiscal year (or such longer period as may be permitted by Rule 12b-25 of the Exchange Act), annual audited financial statements for such fiscal year and (ii) within forty five (45) days of the end of each of the first three fiscal quarters of every fiscal year (or such longer period as may be permitted by Rule 12b-25 of the Exchange Act), unaudited financial statements for the interim period as of, and for the period ending on, the end of such fiscal quarter, in each case to be prepared on a basis substantially consistent with then applicable Commission requirements and (b) as soon as reasonably practicable after such financial statements are furnished, hold a quarterly conference call for the benefit of the Holders to discuss the financial results of the Company for the immediately preceding quarter, with such call to be held no earlier than two (2) Business Days after notice of such call is provided to each Holder. Notwithstanding the foregoing, the Company will be deemed to have furnished such reports referred to above to the Holders if the Company has filed such reports with the Commission via the XXXXX filing system and such reports are publicly available
Company Undertakings. The Company hereby agrees to use its best efforts to, as applicable, (i) take all acts reasonably necessary to effectuate and consummate the Restructuring and (ii) implement all reasonable steps necessary to obtain an order of the Bankruptcy Court confirming the Reorganization Plan, in each case, as expeditiously as possible. The Company hereby agrees that it will not take any action inconsistent with this Agreement or the Reorganization Plan.
Company Undertakings. The Company undertakes to the Manager that it will:
(a) not do or permit to occur any act, matter or thing or omit to do any act, matter or thing constituting a breach or contravention by the Company of the Applicable Regulations, other than acts or omissions by or on behalf of the Manager not instigated or caused by the Company;
(b) except as provided in this Agreement, not sell, dispose of or part with possession of any of the Investments or mortgage or charge any of the Investments;
(c) not carry on any business in relation to the Portfolio (including the investment of any funds or dealing in the Portfolio or any part of it) other than pursuant to or as contemplated in this Agreement; and
(d) without delay forward to the Manager copies of all notices, reports, circulars and other documents relating to the Investments received by it.
Company Undertakings. (a) The Company shall not be entitled to exercise any right granted or which may be granted to it to cause Southbridge Capital Markets LLC (or any of its affiliated entities) to purchase any of the Company’s Ordinary Shares, without having obtained the prior written consent of the Investor; provided, however, that the consent of the Investor shall not be required if such sale is at a price per Ordinary Share of at least US$4.6 or is required so that the Company would comply with the covenants relating to shareholders’ equity under the Company’s loan agreements or with the listing requirements of the NYSE. Notwithstanding the foregoing, the Investor’s consent must be obtained if following any issuance of Ordinary Shares, Southbridge Capital Markets LLC (or any of its affiliated entities) would have purchased (together with all prior purchases) an aggregate of 12% or more of the issued and outstanding share capital of the Company.
(b) For so long as Article V of the SPA remains in effect, any amendment to any agreement or arrangement between the Company and Arwol and/or Macpell and/or Xxxx Xxxxxxx in effect as of the Closing (all of which agreements and arrangements are listed in Schedule 8.2(b) attached hereto) or the adoption of any new agreement or arrangement between the Company and Arwol and/or Macpell and/or Xxxx Xxxxxxx shall require the Investor’s prior written approval. Similarly, as of the Closing, any amendment of the Investor’s Management Fee arrangement or the adoption of any new agreement or arrangement between the Company and the Investor shall require Macpell’s and Arwol’s prior written approval.
