Corporation Covenants. The Corporation hereby covenants as follows:
(i) The Corporation will seek to hold a meeting of its shareholders in respect of the fiscal year ended 2006 by June 30, 2007 (the "2007 AGM") and solicit proxies in favor of the following matters:
(A) set the number of directors to be elected at the 2007 AGM at no less than five (5) directors and no more than six (6) directors;
(B) elect a slate of directors to the board of the Corporation to be selected as described in Section 6 below; and
(C) re-appoint Deloitte Touche or appoint such new auditor as the directors of the Corporation may unanimously recommend, as auditor of the Corporation.
(ii) The Receiver shall be entitled and permitted to vote the Shares without restriction and the Corporation shall use its best efforts to assist the Receiver to do so; provided, however, that the Receiver shall at the 2007 AGM vote in favor of the matters set forth in Section 5(a)(i) above.
(iii) Up until the Corporation's shareholders' meeting held in respect of the fiscal year ended 2007 (the "2008 AGM") the Receiver shall have the right to designate two persons as director nominees (the "Receiver Designees") to be elected or appointed as directors of the Corporation. Accordingly, at the 2007 AGM, the Receiver shall have the right to designate two persons as the Corporation's director nominees. The Corporation shall use its best efforts to cause the director nominees set forth in Section 6 of this Agreement or their replacement nominees appointed pursuant to this Agreement to be elected at the 2007 AGM, to serve for a term expiring at the 2008 AGM.
(iv) The Corporation shall not nominate Mxxxxxx Xxxxxxxxx, Quarry Bay Investments Inc. nor any of their affiliates, directors, officers, employees, partners, limited partners, agents or counsel as a director of the Corporation, or vote any shares to support Mxxxxxx Xxxxxxxxx, Quarry Bay Investments Inc. or their affiliates for appointment to the board of directors of the Corporation. Notwithstanding the foregoing, at the 2007 AGM and up until the 2008 AGM, Lxxxxxxxx shall have the right to designate two (2) nominees to be elected or appointed as directors of the Corporation (the "Lxxxxxxxx Designees").
(v) The Corporation may, if the directors determine it to be in the best interests of the Corporation, consummate an offering of securities, which may consist of or include an offering of common shares, warrants and/or debt instruments (a "Financing") in order to obtain funding f...
Corporation Covenants. (a) The Corporation hereby agrees and warrants to each Member (i) that it will not cause the LLC or any material subsidiary of the LLC to convert into, or elect to be treated as, a corporation for Tax purposes without the prior written consent of 75% in interest of the Members (determined based upon Unit ownership as of the date of this Agreement and before any Exchange), (ii) that it will not cause the LLC to contribute any of its assets (other than any assets with a de minimis aggregate gross value) into one or more subsidiaries that are treated as corporations for Tax purposes, or cause the LLC to liquidate or distribute in kind any of its non-cash assets to its members, without the prior written consent of 75% in interest of the Members (as so determined), and (iii) that it will cause the LLC, and any subsidiary that is treated as a partnership for Tax purposes, to make valid Section 754 elections (and all comparable elections under applicable state and local tax law) for its first Taxable Year ending after the date of this Agreement and it will not seek to revoke any such election until the Corporation has received all possible tax benefits from all Basis Adjustments and Imputed Interest in respect of which the Corporation may be required to make any payments under this Agreement to the Applicable Members.
(b) The Corporation hereby agrees that prior to (i) any proposed Interest Sale or (ii) any proposed sale or other disposition of all or any substantial part of the non-cash assets of the LLC, it shall deliver to each Member notice of such proposed transaction at least thirty (30) days prior to the consummation thereof (the "Closing Date") and afford each Member that still holds Units the opportunity to Exchange all or part of such Units prior to the Closing Date.
Corporation Covenants. The Corporation covenants and agrees with Holder that:
Corporation Covenants. Until the Convertible Note is paid in full, the Corporation covenants and agrees that, except as have been amended, terminated, waived or consented to through the Closing Date, or unless consented to by a Super Majority-Interest of the Holders (as defined in the Note) or Dorsar Investment Company:
a. The covenants set forth in Section 7 of the 2011 Purchase Amendment shall remain in effect, subject to Section 10.a below.
b. Neither the Corporation nor its Subsidiaries other than JAH or Ecoeos shall incur after the Closing any debt, liability or obligation, including loans, notes, bonds, debentures or similar instruments, (regardless of whether such debt, liability or obligation has rights or preferences superior, equal or subordinate to the rights or preferences of the Note) except for the Nantucket Debt (as defined below), or trade accounts payable and employment taxes, which must have been incurred in the ordinary course of its business.
c. The Corporation shall not allow any of its assets or properties to become subject to any lien, security agreement or other encumbrances except for the Nantucket Debt.
d. The Corporation shall not pay or apply, or permit to be paid or applied, any of its money, assets or properties to any debt, liability or obligation, except for the Xxxxxxxxx Xxxx, the Convertible Notes, the current portion of any trade accounts payable, which must have been incurred in the ordinary course of its business, or Salix Litigation Expenses (as defined below), and employment taxes.
e. The Corporation shall not acquire after the Closing any interest in (whether equity, equity-linked and/or debt security investments) any entity.
f. Except for JAH or Ecoeos, the Subsidiaries shall not allow any of its assets or properties to become subject to any lien, security agreement or other encumbrances except in connection with the Nantucket Debt.
g. Except for JAH or Ecoeos, the Subsidiaries shall not acquire after the Closing any interest in (whether equity, equity-linked and/or debt security investments) any entity.
h. Except as provided below in the flush language of this Section 7.h, the Corporation shall (immediately following the giving of proper notice, if any, required under the Convertible Note) pay and apply seventy-five percent (75.0%) of any and all proceeds on the first $1,000,000 received by the Company from JAH after the Effective Date (and thereafter such percentage shall be eighty-seven point five percent (87.5%)) from the following pa...
Corporation Covenants. 14 SECTION 6.03. Notices........................................................14 SECTION 6.04. Counterparts...................................................15 SECTION 6.05. Entire Agreement; No Third Party Beneficiaries.................15 SECTION 6.06. Governing Law..................................................15 SECTION 6.07. Severability.................................................
Corporation Covenants. It is hereby agreed between the Parties that, effective as of the Effective Date: (i) Section 7.2(d) of the Agreement regarding certain covenants made by the Corporation to the Investor, shall be deleted in its entirety and shall be of no further force and effect; and (ii) shall be replaced with the following:
(d) if at any time after the Closing but prior to the earlier of:
i. that date which is 18 months after the Closing; and
Corporation Covenants. 55 ARTICLE VIII SUPPLEMENTAL INDENTURES NOT REQUIRING CONSENT OF REGISTERED OWNERS
Corporation Covenants. The Corporation agrees to:
(1) pay to the Manager, in equal monthly installments during the term of this Agreement, for its managerial services fees equal to the sum of Twenty‐One‐Thousand Six‐Hundred and Four Dollars ($21,604.00) per year inclusive of HST. It is agreed that such remuneration is for managerial services only and does not include the cost of obtaining or performing (if such services are performed by the Manager) any services set forth in paragraph 5(1)(e)(i) and (iii), which services shall be an additional charge to the Corporation. Such remuneration shall be payable at the end of each calendar month and may be retained by the Manager out of the moneys collected by it. After the first year of the term of this Agreement, the amount of such fees shall be increased at one year intervals, on each anniversary of the date of this Agreement, commencing on the first anniversary of the date of this Agreement, and the increased monthly payments shall continue to be made for the next succeeding one year and so on from time to time while this Agreement is in force, provided that:
(a) the amount of increase of fees shall be prorated to the direct proportionate increase for each one year interval in the Consumer Price Index published by Statistics Canada for Canada for “ALL ITEMS” for the City of Kitchener using the year of the registration of the condominium plan as the base year, and if there is no such index then reference shall be had to the City of Toronto Index;
(b) if there is no increase or if there is a decrease in the Consumer Price Index over any one year interval, there shall be no increase in the amount of the fees payable, and the fees payable for such one year interval shall be the same as the fees payable during the preceding one year interval;
(c) if the Consumer Price Index at any time is no longer published by Statistics Canada or is calculated and published on a basis that differs from the basis on which the Consumer Price Index is calculated and published at the date of this Agreement, then the amount of increase of such fees, if any, shall be determined by mutual agreement of the parties and, in default of such agreement, the matter shall be submitted the arbitration of three arbitrators, one to be chosen by the Corporation, one to be chosen by the Manager, and the third to be chosen by the two arbitrators so nominated and the decision of any two of the arbitrators shall be binding, it being understood and agreed by the parties that ...
Corporation Covenants. The Corporation hereby covenants with the Owner:
1) To permit the Owner, as long as he complies with the covenants, to use the Heat Pump without interference from the Corporation
Corporation Covenants.
3.01 The Corporation covenants and agrees:
(a) to supply the Gaming Equipment and the Gaming Supplies described in Schedule “A”;
(b) to maintain the Gaming Equipment specified in Schedule “A”;
(c) to supply and maintain the Gaming Bank Roll;
(d) to prescribe and approve training programs for persons engaged or employed by the Service Provider for the provision of operational services hereunder as is appropriate for such persons to carry out their respective duties;
(e) to pay the Service Provider the remuneration set out in Schedule “A” hereto for supplying the operational services required under this Agreement;
(f) that in the event after the date of this Agreement the Corporation prescribes additional or amended Standards, Policies and Procedures or Rules and Regulations of the Corporation, or issues instructions or directives which, in the reasonable opinion of the Corporation, results in a substantial and bona fide increase in the Service Provider’s net operating costs, the Corporation will, subject to receiving all required Governmental and regulatory approval, reimburse the Service Provider for such increase in net operating costs, after an audit of the amount and the bona fide’s of such increase in the net operating costs has been conducted, with the cost of such audit being borne equally by the Service Provider and the Corporation;
(g) to provide the Service Provider with access to the Gaming Facility as may be necessary to supply the operational services contemplated by this Agreement;
(h) to exercise its responsibility and authority to conduct, manage and operate Gaming in the Gaming Facility and in that regard respond to the Service Provider’s requests for directions, approvals and/or consents when required under the Standards, Policies and Procedures; and
(i) to indemnify the Service Provider for all losses incurred by the Service Provider as a result of illegal acts or transactions of the Corporation or persons engaged or employed by the Corporation in the performance of the Corporation’s obligations under this Agreement.
