Corporation’s Covenants. The Corporation hereby covenants to the Underwriter and its permitted assigns, and acknowledges that it is relying on such covenants in purchasing the Units, that the Corporation shall:
(a) prior to the Closing Time, allow the Underwriter (and its counsel, consultants and other representatives) to conduct all due diligence investigations which the Underwriter may reasonably require or consider necessary in order to fulfill the Underwriter’s obligations as a registrant to complete the Offering as provided herein. The Corporation will provide to the Underwriter (and its counsel and consultants) reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope of the due diligence inquiry the Underwriter (or its counsel and consultants) may conduct, the Corporation shall also make available its directors, senior management, counsel and auditors to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to Closing;
(b) duly execute the Subscription Agreements which have been duly completed by the Substituted Purchasers and duly, punctually and faithfully perform all the obligations to be performed by it under this Agreement and the Subscription Agreements;
(c) use its commercially reasonable efforts to fulfil or cause to be fulfilled, at or prior to the Closing Date, each of the conditions required to be fulfilled by it set out in Section 7;
(d) file or cause to be filed all documents, applications, forms or undertakings required to be filed by the Corporation and taken in connection with the purchase and sale of the Units and, so that the distribution of the Units may lawfully occur without the necessity of filing a prospectus in Canada or similar document in any other jurisdiction;
(e) file or cause to be filed all documents, applications, forms or undertakings with the TSXV and any other applicable regulating authority in connection with the Offering to ensure the Common Shares and the Common Shares underlying the Warrants are conditionally approved for listing on the TSXV at Closing;
(f) during the period commencing with the date hereof and ending on the Closing Date, promptly inform the Underwriter of the full particulars of any request of any Securities Commission or other securities commission or similar regulatory authority for any informatio...
Corporation’s Covenants. The Corporation shall comply with all duties set forth under the law, and it agrees to otherwise abide by all affirmative obligations assumed by it pursuant to its Articles of Incorporation, Bylaws or Community Rules, as they now exist and as they may be later amended from time to time.
Corporation’s Covenants. The Corporation covenants, undertakes and agrees with the Consultant that it will not, during the Term and for a period of three (3) years from the date of expiration or termination of this Agreement, for any reason whatsoever, either alone or in conjunction with any person, whether as principal, agent, consultant, director, officer, employee, investor, shareholder (other than a holding of shares listed on a recognized North American stock exchange that does not exceed five percent (5%) of the outstanding shares so listed), or in any other manner, whatsoever, directly or indirectly, hire or offer to hire, attempt to, or in any way induce, interfere with, approach, solicit, divert or otherwise obtain the withdrawal from the Consultant, any individual who is employed or engaged by the Consultant or any affiliated entity of the Consultant at the date of expiration or termination of this Agreement or who was employed or engaged by the Consultant or any affiliated entity of the Consultant within the 12 month period prior to the date of expiration or termination of this Agreement.
Corporation’s Covenants. The Corporation makes the following covenants to the Underwriters and their permitted assigns, and acknowledges that each of them is relying on such covenants in purchasing the Offered Securities:
(a) Until the date on which the distribution of the Offered Securities is completed, the Corporation will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required (i) under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities or, in the event that the Offered Securities or any of them, have, for any reason, ceased to so qualify, to so qualify again such securities, for distribution under Canadian Securities Laws in the Canadian Qualifying Jurisdictions, and (ii) under U.S. Securities Laws to maintain the registration of the Offered Securities or, in the event that the Offered Securities or any of them, have, for any reason, ceased to be so registered, to so register again such securities, for distribution under U.S. Securities Laws. The Underwriters shall be entitled to assume that the Offered Securities are registered or qualified, as applicable, for distribution in the United States and in any Canadian Qualifying Jurisdiction where the Final Passport System Decision Document shall have been obtained.
(b) As soon as practicable after the execution of this Agreement, and in any event no later than 11:00 p.m. (Toronto time) on March 30, 2022, the Corporation shall prepare and file in accordance with Canadian Securities Laws and U.S. Securities Laws, the Canadian Prospectus Supplement and the U.S. Prospectus Supplement, respectively, and any other required documents relating to the proposed distribution of the Offered Securities in the Canadian Qualifying Jurisdictions and in the United States, and will take all other steps and proceedings that may be necessary to be taken by the Corporation in order to qualify the Offered Securities for distribution in each of the Canadian Qualifying Jurisdictions under Canadian Securities Laws and to register the Offering in the United States under U.S. Securities Laws.
(c) Prior to the filing of the Prospectus Supplements, the Corporation shall have permitted or permit, as the case may be, the Underwriters to review and participate in the preparation thereof (other than Documents Incorporated by Reference filed prior to the date hereof), and shall allow each of the Underwriters to conduct any due diligence investigations which any of th...
Corporation’s Covenants. The Corporation hereby covenants to the Agents and to the Purchasers, and acknowledges that each of them is relying on such covenants in connection with the issuance and sale of the Subscription Receipts and the Special Warrants, as follows:
Corporation’s Covenants. 6.01. So long as IPH shall have a mortgage interest upon the property of Calox, Calox covenants that it will not assign, encumber, hypothecate, mortgage or otherwise dispose, sell and transfer any interest in the Monroe County Reserves without the prior written consent and authorization of IPH.
Corporation’s Covenants. The Corporation covenants and agrees that: (a) after Notice has been given, it shall not withdraw any monies from the Account until such time as the Lender advises Bank in writing that the Lender no longer claims any interest in the Account and the monies deposited and to be deposited in the Account; and (b) it shall not permit the Account to become subject to any other pledge, assignment, lien, charge or encumbrance of any kind, nature or description, other than the Lender’s security interest referred to herein.
Corporation’s Covenants. So long as Pembrooke shall have any secured debt with the Debtor, Calox Corporation covenants that it will not assign, encumber, hypothecate, mortgage or otherwise dispose, sell and/or transfer any interest in the Monroe County Reserves without the prior written consent and authorization of Pembrooke. Pembrooke shall have (i) the right of first refusal in the event Calox Corporation proposes to sell the Monroe County Reserves to a third party and (ii) the first option to purchase the Reserves from Calox for a period of twenty-four (24) calendar months from the Court's entry of an Order confirming a Plan of Reorganization for the Debtor for a sum of not less than Three Million Five Hundred Thousand Dollars ($3,500,000.00) nor more than Four Million Five Hundred Thousand Dollars ($4,500,000.00). Notwithstanding the foregoing, Calox Corporation may mortgage its remaining fifty (50%) percent interest in the Monroe County Reserves which is not subject to Pembrooke's Mortgage, without Pembrooke's written consent, provided any such mortgage does not violate the terms of the Assignment.
Corporation’s Covenants. 6.01. So long as Pembrooke shall have an interest in the Debtor or Reorganized Debtor in any capacity (i.e. secured creditor or equity holder), Calox Corporation covenants that it will not assign, encumber, hypothecate, mortgage or otherwise dispose, sell and transfer any interest in the Monroe County Reserves without the prior written consent and authorization of Pembrooke. Notwithstanding the foregoing, Calox Corporation may mortgage its Fifty Percent (50%) Working Interest in the Monroe County Reserves which is not subject to Pembrooke's mortgage, without Pembrooke's written consent.
Corporation’s Covenants. The Corporation covenants and agrees with Lender that so long as the Principal Amount remains unpaid to Lender, unless another time frame is specifically stated herein:
