Corporation’s Covenants Sample Clauses
Corporation’s Covenants. The Corporation hereby covenants to the Underwriters and to the Purchasers and their permitted assigns, and acknowledges that each of them is relying on such covenants in purchasing the Special Warrants, that the Corporation shall:
(a) prior to the Closing Time and at all times until a Final Receipt is issued, allow the Underwriters (and their counsel and consultants) to conduct all due diligence which the Underwriters may reasonably require or which may be considered necessary or appropriate by the Underwriters. The Corporation will provide to the Underwriters (and their counsel) reasonable access to the Corporation’s 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 that the Underwriters (or their counsel) may conduct, the Corporation shall also make available its directors, senior management, the Chairman of the Audit Committee of the Board of Directors, the auditors and counsel to answer any questions which the Underwriters may have and to participate in one or more due diligence sessions to be held prior to Closing and, prior to filing each of the Preliminary Prospectus and Final Prospectus and to use its commercial best efforts to arrange for the auditors of the Corporation to participate in any such due diligence session;
(b) duly execute the Subscription Agreements which have been duly completed by the Purchasers subject to the terms thereof, and duly and punctually perform all the obligations to be performed by it under this Agreement and the Subscription Agreements;
(c) use its commercial best 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 hereof;
(d) use its commercial best efforts to obtain the necessary approval of the TSXV for the Offering and the listing of the Underlying Securities on such terms as are customary;
(e) file with the Canadian Securities Regulators and the TSXV all forms, notices and certificates required to be filed by the Corporation pursuant to the Canadian Securities Laws and the policies of the TSXV in the time required by the Canadian Securities Laws and the policies of the TSXV, including, for greater certainty, Form 45-106F1 of NI 45-106 and any other forms, notices and certificates set forth in the opinions delivered to the Underwriters pursuant to the closing conditions set forth in secti...
Corporation’s Covenants. The Corporation makes the following covenants to the Agents and to the Purchasers and their permitted assigns, and acknowledges that each of them is relying on such covenants in purchasing the Offered Shares:
(a) Until the date on which the distribution of the Offered Shares 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 under Canadian Securities Laws to continue to qualify the distribution of the Offered Shares or, in the event that the Offered Shares or any of them, have, for any reason, ceased to so qualify, to so qualify again such securities, as applicable, for distribution. The Agents shall be entitled to assume that the Offered Shares are qualified for distribution in any Qualifying Jurisdiction where the Final Receipt shall have been obtained.
(b) The Corporation shall, concurrently with the execution of this Agreement, prepare and file in accordance with Canadian Securities Laws the Final Prospectus and any other required documents relating to the proposed distribution of the Offered Shares in the Qualifying Jurisdictions, and obtain, pursuant to the Passport System, the Final Receipt, and take all other steps and proceedings that may be necessary to be taken by the Corporation in order to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions under Canadian Securities Laws on or before 5:00 p.m. (Toronto time) on the Business Day following the date hereof or such later date as the Corporation and the Co-Lead Agents, on behalf of the Agents, may agree.
(c) Prior to and at all times until the Closing Time and any Option Closing Time, the Corporation will allow the Agents (and their counsel and consultants) to conduct all due diligence which the Agents may reasonably require or which may be considered necessary or appropriate by the Agents. The Corporation will provide to the Agents (and their counsel) reasonable access to the Corporation’s properties, 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 Agents (or their counsel) may conduct, the Corporation shall use its best efforts to make available its directors, senior management, auditors and counsel to answer any questions which the Agents may have, acting reasonably, and to participate in one or more due diligence sessions (such questio...
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 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 with Lender that so long as the Principal Amount remains unpaid to Lender, unless another time frame is specifically stated herein:
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.