Corporate Undertakings. Where the Borrower is a corporation, it shall not, without BDC's prior written consent:
a) issue, purchase or redeem its shares;
b) permit any of its shareholders to sell, transfer or dispose of its shares;
c) declare or pay any dividends on any of its issued shares;
d) amend its capital structure.
Corporate Undertakings. The Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 12 (Corporate Undertakings) at all times during the Security Period except as the Agent, acting with the authorisation of the Majority Lenders, may otherwise permit in writing.
Corporate Undertakings. The undertakings in this Clause 19 remain in force from the date of this Agreement for so long as any Commitment is in force or any amount is outstanding under the Finance Documents.
Corporate Undertakings. The Company will not engage in any of the following activities without a prior evaluation and affirmative recommendation of Advisor, solely for the Company's benefit and not for the benefit of any third party;
(a) Development of a successful business plan for die Company.
(b) Strategic alliances, strategic partnering and other cooperative ventures within and without the Company's present industry segment.
(c) Acquisition and marketing strategies.
(d) Business development activities, including major geographic and service expansion plans.
(e) Merger and acquisition opportunities, including the evaluation of targets and the structuring of transactions-
(f) Selecting appropriate financing from the available options and opportunities
(g) Advising, consult and consent with the Company's board of directors (the "Board"') and executive officers with respect to any of the above described mailers.
Corporate Undertakings. The Company and the Subsidiaries will not engage in any of the following activities without a prior evaluation and affirmative recommendation of Advisor, solely for the Company's and the Subsidiaries' benefit and not for the benefit of any third party:
(a) Development of a successful business plan for the Company and the Subsidiaries.
(b) Strategic alliances, strategic partnering and other cooperative ventures within and without the Company's and the Subsidiaries' present industry segment.
(c) Acquisition and marketing strategies.
(d) Business development activities, including major geographic and service expansion plans.
(e) Merger and acquisition opportunities, including the evaluation of targets and the structuring of transactions.
(f) Selecting appropriate financing from the available options and opportunities
(h) Advising, consult and consent with the Company's and the Subsidiaries' board of directors (the "Board") and executive officers with respect to any of the above described matters.
Corporate Undertakings. The Company will not engage in any of the following activities without a prior evaluation and affirmative recommendation of Advisor, solely for the Company's benefit and not for the benefit of any third parly:
(a) Development of a successful business plan for the Company.
Corporate Undertakings. 11.1 The Borrower also undertakes with the Lender and the Security Trustee to comply with the following provisions of this Clause 11 at all times during the Security Period except as the Lender may otherwise permit (such permission not to be unreasonably withheld in relation to Clause 11.3(g)).
11.2 The Borrower will maintain its separate corporate existence under the laws of England.
11.3 The Borrower will not:
(a) make any material change in the nature of its business as conducted at the date of this Agreement; or
(b) repay any principal of or interest on a loan owing to any such person or company as is referred to in Clause 11.3(c) below or pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital unless, after doing so, the aggregate of the net working capital of the Borrower and of each Guarantor exceeds L.4,000,000; or
(c) provide any form of credit or financial assistance to:
(i) a person who is directly or indirectly interested in the Borrower's share or loan capital; or
(ii) any company in or with which such a person is directly or indirectly interested or connected; or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms' length; (d) assign or otherwise dispose of any book debt;
Corporate Undertakings. (a) The Parent must comply with the ASX Listing Rules, the Corporations Act and its constitution in relation to each issue of the Call Options on or before the relevant Call Option Issue Date. Without limiting the foregoing, the Parent must ensure that it is in a position to issue Call Options on the relevant Call Option Issue Date without contravening the ASX Listing Rules.
(b) The Parent must:
(1) ensure that each Holder is given notice of all general meetings of the Parent and of all resolutions to be considered at those meetings at the same time the shareholders of the Parent are issued with notices;
(2) not do anything by way of altering its constitution or otherwise which has the effect of changing or converting any Shares into shares of another class, or restricts the Parent’s ability to issue the Call Options or to issue Shares on the exercise of Call Options; and
(3) ensure that each Holder is given:
(A) at least 15 Business Days written notice prior to the Record Date in relation to any pro-rata issue of Additional Rights; and
(B) at least 15 Business Days written notice prior to the Additional Rights Closing Date in relation to any other issue of Additional Rights.
Corporate Undertakings. The Borrower also undertakes with the Agent to comply with the following provisions of this clause 8.2 at all times during the Security Period except as the Agent may otherwise permit.
Corporate Undertakings. 62 14 Insurance ...................................................................................................................................67 15
