Common use of COVENANTS BY THE COMPANY Clause in Contracts

COVENANTS BY THE COMPANY. 10.1 The Company shall use its best efforts to procure all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution and performance of this Agreement and the Plegded Equity Interests under this Agreement which shall remain valid in full during the effective term of this Agreement. 10.2 The Company will not assist in or permit the creation of any new pledge or any other encumbrance over the Pledged Security Interests, without prior written consent of the Pledgee. 10.3 The Company will not assist in or permit any transfer of the Pledged Equity Interests, without first obtaining the prior written consent from the Pledgee. 10.4 In the event of any lawsuit, arbitration or claim which may have adverse effect on the Company, the Pledged Equity Interests or the interests of the Pledgee under the Transaction Documents and this Agreement, the Company undertakes to notify the Pledgee in writing as soon as practicably and, at the reasonable request of the Pledgee, take all necessary steps to protect the security interest of the Pledgee over the Pledged Equity Interests. 10.5 The Company will not make or cause to make any conduct or action which may have any adverse effect on the interests of the Pledgee under the Transaction Documents and this Agreement or the Pledged Equity Interests. 10.6 The Plegors shall within the first month of each calendar quarter, provide the financial statements of the Company for the preceding quarter to the Pledgee, including (without limitation) the balance sheet, income statement and cash flow statement. 10.7 The Company undertakes, at the reasonable request of the Pledgee, to take all necessary steps and to execute all documents (including without limitation any supplemental agreement to this Agreement) necessary for the realization of the security interest over the Pledged Equity Interests and the exercise of such rights by the Pledgee. 10.8 The Company undertakes to take all necessary steps to effect all transfers of the Pledged Equity Interests arising from the realization of the Equity Pledge under this Agreement.

COVENANTS BY THE COMPANY. 10.1 16.01 The Company hereby covenants with the Trustee that so long as there are any Outstanding Bonds it shall:- 16.01.01 give to the Trustee or any person appointed by the Trustee to whom the Company does not reasonably object such information and evidence as it or he shall reasonably require for the purpose of the discharge by the Trustee of the duties or discretions vested in it under these presents or by operation of law. 16.01.02 at all times carry on and conduct its affairs in a proper and efficient manner. 16.01.03 procure the Auditors to furnish the Trustee with such opinions, certificates or other information as the Trustee may from time to time require in connection with any matter arising under these presents. 16.01.04 at all times keep proper books of accounts. 16.01.05 give notice in writing to the Trustee of the occurrence of any of the events referred to in clause 6.00 forthwith upon it becoming aware thereof without waiting for the Trustee to take any of the actions mentioned therein. 16.01.06 oblige the Paying Agent to notify the Trustee forthwith in the event that it does not, on or before the Due Date for payment of the Bonds or of any amount of the interest due thereon, receive unconditionally pursuant to the Paying Agency Agreement or these presents the full amount in Dollars of the moneys payable on such Due Date on all such Bonds or for interest thereon, as the case may be. 16.01.07 in the event of the unconditional payment to the Paying Agent of any sum due in respect of the Bonds or any of them or any amount of the interest thereon being made after the Due Date for payment thereof, forthwith give notice to the relative Bondholders in accordance with Condition 16.00 that such payment has been made. 16.01.08 comply with, observe and perform all its obligations under, and use all reasonable endeavours to procure the Paying Agent and the Registrar to comply with, observe and perform all their obligations under the Paying Agency Agreement, and not make any amendment or modification to any such agreement without the prior written approval of the Trustee. 16.01.09 at all times maintain a Paying Agent or Paying Agents, in accordance with the applicable Conditions and at all times procure there to be a Registrar. 16.01.10 if giving notice of a pre-payment of Bonds made pursuant to Condition 7.03 specify or procure to be specified separately in such notice the date and amount of such repayment. 16.01.11 give not less than 60 days’ notice to the Bondholders in accordance with Condition 16.00 of the proposed resignation or removal of any Paying Agent or Registrar or the change of any Paying Agent’s or Registrar’s specified office and give notice to the Bondholders in accordance with Condition 16.00 of any appointment of any Paying Agent or Registrar within 14 days thereafter PROVIDED ALWAYS that in the case of the termination of the appointment of the Paying Agent or the Registrarno such termination shall take effect until a new Paying Agent or Registrar has been appointed on terms approved by the Trustee. 16.01.12 send or procure to be sent to the Trustee not later than the date of publication four copies of all notices given to Bondholders in accordance with Condition 16.00. 16.01.13 if it shall have given notice in accordance with the applicable Conditions of its intention to redeem the Bonds or any of them duly proceed to redeem the Bonds accordingly. 16.01.14 at all times execute and do all such further documents, acts and things as may be necessary at any time or times in the reasonable opinion of the Trustee to give effect to the provisions of these presents. 16.01.15 furnish to the Trustee in such form and at such time as the Trustee may request accounts and/or statements relating to the affairs of the Company as deemed reasonable by the Company. 16.01.16 furnish to the Trustee within one hundred and twenty (120) days after the close of each financial year of the Company, duly audited balance sheet and profit and loss account as at the end of the relevant financial year giving a true and fair view of the state of affairs of the Company as at the end of the financial year and complying with the requirements of the companies legislation for the time being in force that is applicable to the Company. 16.01.17 undertake to remedy any defect in this Trust Deed and any of the Security Documents if such documents fail or cease in any respect to have full force and effect or to be continuing or are terminated or disputed or become in jeopardy, invalid or unenforceable or any material provision therein ceases to constitute the legal, valid and binding obligation of the Company; 16.01.18 give notice in writing to the Trustee if any licence, authorization, consent or registration at any time necessary or desirable to enable the Company to comply with its obligations to the Trustee or to carry on its business in the normal course shall be revoked, withheld or materially modified or shall fail to be granted or perfected or shall cease to remain in full force and effect, and the Company undertakes to use its best efforts to procure all consentsregain any such licence, approvalsauthorization, waivers, authorizations from any third party consent or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution and performance of this Agreement and the Plegded Equity Interests under this Agreement which shall remain valid in full during the effective term of this Agreementregistration. 10.2 The Company will not assist in or permit 16.01.19 pay any applicable stamp duty assessed on this Trust Deed pursuant to the creation of any new pledge or any other encumbrance over the Pledged Security Interests, without prior written consent Stamp Duty Act Chap. 76:01 of the Pledgeelaws of the Republic of Trinidad and Tobago. 10.3 The 16.02 So long as there are any Outstanding Bonds the Company will not assist shall, in or permit any transfer order to enable the Trustee to ascertain the principal amount of the Pledged Equity Interests, without first obtaining the prior written consent from the Pledgee. 10.4 In the event of Outstanding Bonds for any lawsuit, arbitration or claim which may have adverse effect on the Company, the Pledged Equity Interests or the interests of the Pledgee under purposes referred to in the Transaction Documents and this Agreementproviso to the definition of “Outstanding Bonds” contained in Clause 1.00 hereof, deliver to the Company undertakes to notify the Pledgee Trustee forthwith upon being so requested in writing as soon as practicably andby the Trustee, at a certificate in writing signed by the reasonable request of the Pledgee, take all necessary steps to protect the security interest of the Pledgee over the Pledged Equity Interests. 10.5 The Company will not make or cause to make any conduct or action which may have any adverse effect Chairman and Secretary on the interests of the Pledgee under the Transaction Documents and this Agreement or the Pledged Equity Interests. 10.6 The Plegors shall within the first month of each calendar quarter, provide the financial statements behalf of the Company setting out the total principal amount of the Bonds which: (i) up to and including the date of such certificate have been purchased beneficially by or for the preceding quarter to account of the PledgeeCompany and cancelled; and (ii) are at the date of the certificate, including (without limitation) beneficially held by or for the balance sheet, income statement and cash flow statementaccount of the Company. 10.7 The 16.03 So long as there are any Outstanding Bonds the Company undertakes, shall at all times maintain Registrars having their specified office in the reasonable request City of the Pledgee, to take all necessary steps and to execute all documents (including without limitation any supplemental agreement to this Agreement) necessary for the realization Port of the security interest over the Pledged Equity Interests and the exercise of such rights by the PledgeeSpain. 10.8 The Company undertakes to take all necessary steps to effect all transfers of the Pledged Equity Interests arising from the realization of the Equity Pledge under this Agreement.

COVENANTS BY THE COMPANY. 10.1 3.1 The Company agrees to file a Form D with respect to the Securities as required under Regulation D and shall use make all filings and reports relating to the offer and sale of the Securities by the Company and to the resale of the Securities by the Subscriber required under applicable securities or "Blue Sky" laws of the states of the United States promptly following the Termination Date (as defined in Section 4.1 hereof). 3.2 The Company maintain its best efforts status as an issuer required to procure file reports under the Exchange Act and shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all consentsreports required to be filed by the Company after the date hereof pursuant to the Exchange Act and shall disclose in the Registration Statement contemplated by the Registration Rights Agreement, approvalsany material, waiversnonpublic information provided to the holder of the Securities except to the extent previously disclosed or the Company determines that such information is no longer material. 3.3 The Company acknowledges and agrees that the Securities may be pledged by a Holder (as defined in the Registration Rights Agreement) in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, authorizations from any third party sale or any permitsassignment of the Securities hereunder, approvals, waivers and no Subscriber effecting a pledge of or any registration or filings (if Securities shall be required by laws) to provide the Company with any governmental authority required for notice thereof or otherwise make any delivery to the execution and performance of Company pursuant to this Agreement and the Plegded Equity Interests under this Agreement which shall remain valid in full during the effective term of this Agreement. 10.2 The Company will not assist in or permit the creation of any new pledge or any other encumbrance over Transaction Document; provided that Subscriber and its pledgee shall be required to comply with the Pledged Security Interestsprovisions hereof in order to effect a sale, without prior written consent transfer or assignment of Securities to such pledgee. 3.4 The proceeds from the sale of the PledgeeSecurities contemplated hereby shall be used by the Company for general corporate purposes. 10.3 The Company will not assist in 3.5 On or permit any transfer before 5:30 p.m., Eastern Time, within four business days following the date of the Pledged Equity Interests, without first obtaining the prior written consent from the Pledgee. 10.4 In the event of any lawsuit, arbitration or claim which may have adverse effect on the Company, the Pledged Equity Interests or the interests of the Pledgee under the Transaction Documents and this Agreement, the Company undertakes to notify shall issue a press release and file a Current Report on Form 8-K describing the Pledgee in writing as soon as practicably and, at the reasonable request terms of the Pledgeetransactions contemplated by the Transaction Documents in the form required by the Exchange Act and reasonably acceptable to the Subscriber, take which shall attach the material Transaction Documents (including, without limitation, this Agreement and all necessary steps to protect schedules thereto, the security interest form of Warrant, the form of the Pledgee over Registration Rights Agreement and any other documents or agreements to be executed in connection with the Pledged Equity Intereststransactions contemplated hereunder) as exhibits to such filing. 10.5 3.6 The business of the Company will and its subsidiaries shall not make be conducted in violation of any law, ordinance or cause to make regulation of any conduct governmental entity, except where such violations would not result, either individually or action which may have any in the aggregate, in a material adverse effect on the interests business and operations of the Pledgee under the Transaction Documents and this Agreement or the Pledged Equity InterestsCompany. 10.6 3.7 The Plegors Company shall within be responsible for the first month payment of each calendar quarter, provide the financial statements any agent's fees relating to or arising out of the Company transactions contemplated hereby, including, without limitation, any commissions payable to placement agent; provided, however, that each Subscriber shall be responsible for the preceding quarter payment of his, her or its own independent legal fees. 3.8 The Company agrees to adopt a stock incentive plan within 90 days of the Termination Date, pursuant to which 3,250,000 shares of the Company's Common Stock will be reserved for issuance to employees, directors, consultants, and other service providers. 3.9 If the Company accepts the subscription of the Subscriber in accordance with Article IV hereof, then, on or prior to the PledgeeTermination Date (defined below), including the Company agrees (without limitationi) to deliver to the balance sheetSubscriber a Make Good Escrow Agreement, income statement substantially in the form of Exhibit F attached hereto, and cash flow statement. 10.7 The Company undertakesduly executed by the parties thereto, at and (ii) that the reasonable request Escrow Shares (as defined in the Make Good Escrow Agreement) shall have been deposited into the escrow account pursuant to the terms of the Pledgee, to take all necessary steps and to execute all documents (including without limitation any supplemental agreement to this Agreement) necessary for the realization of the security interest over the Pledged Equity Interests and the exercise of such rights by the Pledgee. 10.8 The Company undertakes to take all necessary steps to effect all transfers of the Pledged Equity Interests arising from the realization of the Equity Pledge under this Make Good Escrow Agreement.

COVENANTS BY THE COMPANY. 10.1 3.1 The Company agrees to file a Form D with respect to the Securities as required under Regulation D and shall use make all filings and reports relating to the offer and sale of the Securities by the Company and to the resale of the Securities by the Subscriber required under applicable securities or “Blue Sky” laws of the states of the United States promptly following the Termination Date (as defined in Section 4.1 hereof). 3.2 The Company maintain its best efforts status as an issuer required to procure file reports under the Exchange Act and shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all consentsreports required to be filed by the Company after the date hereof pursuant to the Exchange Act and shall disclose in the Registration Statement contemplated by the Registration Rights Agreement, approvalsany material, waiversnonpublic information provided to the holder of the Securities except to the extent previously disclosed or the Company determines that such information is no longer material. 3.3 The Company acknowledges and agrees that the Securities may be pledged by a Holder (as defined in the Registration Rights Agreement) in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, authorizations from any third party sale or any permitsassignment of the Securities hereunder, approvals, waivers and no Subscriber effecting a pledge of or any registration or filings (if Securities shall be required by laws) to provide the Company with any governmental authority required for notice thereof or otherwise make any delivery to the execution and performance of Company pursuant to this Agreement and the Plegded Equity Interests under this Agreement which shall remain valid in full during the effective term of this Agreement. 10.2 The Company will not assist in or permit the creation of any new pledge or any other encumbrance over Transaction Document; provided that Subscriber and its pledgee shall be required to comply with the Pledged Security Interestsprovisions hereof in order to effect a sale, without prior written consent transfer or assignment of Securities to such pledgee. 3.4 The proceeds from the sale of the PledgeeSecurities contemplated hereby shall be used by the Company for general corporate purposes. 10.3 The Company will not assist in 3.5 On or permit any transfer before 5:30 p.m., Eastern Time, within four business days following the date of the Pledged Equity Interests, without first obtaining the prior written consent from the Pledgee. 10.4 In the event of any lawsuit, arbitration or claim which may have adverse effect on the Company, the Pledged Equity Interests or the interests of the Pledgee under the Transaction Documents and this Agreement, the Company undertakes to notify shall issue a press release and file a Current Report on Form 8-K describing the Pledgee in writing as soon as practicably and, at the reasonable request terms of the Pledgeetransactions contemplated by the Transaction Documents in the form required by the Exchange Act and reasonably acceptable to the Subscriber, take which shall attach the material Transaction Documents (including, without limitation, this Agreement and all necessary steps to protect schedules thereto, the security interest form of Warrant, the form of the Pledgee over Registration Rights Agreement and any other documents or agreements to be executed in connection with the Pledged Equity Intereststransactions contemplated hereunder) as exhibits to such filing. 10.5 3.6 The business of the Company will and its subsidiaries shall not make be conducted in violation of any law, ordinance or cause to make regulation of any conduct governmental entity, except where such violations would not result, either individually or action which may have any in the aggregate, in a material adverse effect on the interests business and operations of the Pledgee under the Transaction Documents and this Agreement or the Pledged Equity InterestsCompany. 10.6 3.7 The Plegors Company shall within be responsible for the first month payment of each calendar quarter, provide the financial statements any agent’s fees relating to or arising out of the Company transactions contemplated hereby, including, without limitation, any commissions payable to placement agent; provided, however, that each Subscriber shall be responsible for the preceding quarter payment of his, her or its own independent legal fees. 3.8 The Company agrees to adopt a stock incentive plan within 90 days of the Termination Date, pursuant to which 3,250,000 shares of the Company’s Common Stock will be reserved for issuance to employees, directors, consultants, and other service providers. 3.9 If the Company accepts the subscription of the Subscriber in accordance with Article IV hereof, then, on or prior to the PledgeeTermination Date (defined below), including the Company agrees (without limitationi) to deliver to the balance sheetSubscriber a Make Good Escrow Agreement, income statement substantially in the form of Exhibit F attached hereto, and cash flow statement. 10.7 The Company undertakesduly executed by the parties thereto, at and (ii) that the reasonable request Escrow Shares (as defined in the Make Good Escrow Agreement) shall have been deposited into the escrow account pursuant to the terms of the Pledgee, to take all necessary steps and to execute all documents (including without limitation any supplemental agreement to this Agreement) necessary for the realization of the security interest over the Pledged Equity Interests and the exercise of such rights by the Pledgee. 10.8 The Company undertakes to take all necessary steps to effect all transfers of the Pledged Equity Interests arising from the realization of the Equity Pledge under this Make Good Escrow Agreement.

COVENANTS BY THE COMPANY. 10.1 The Company hereby covenants with the Board that during the continuance of this security it will: 6.1 obtain all necessary and relevant approvals required to charge and mortgage the Mortgaged Securities in favour of the Board, including obtaining the waiver from the other shareholders of the Subsidiary with respect to their rights on pre-emption and the creation of the encumbrance over the Mortgaged Securities pursuant to their shareholders’ agreement; 6.2 at all times deposit with the Board and permit the Board during the continuance of this security to hold and retain: (a) all stock and share certificates to or representing the Mortgaged Securities in the name of the Company; and (b) transfers of the Mortgaged Securities executed in blank, such deposit being to create an equitable mortgage in favour of the Board. For the avoidance of doubt, nothing in this Clause 6.2 shall use require the Company to transfer or register the Mortgaged Securities in the name of the Board or its best efforts nominees or to procure convert the security constituted by this Agreement into a legal mortgage prior to the occurrence of an Event of Default which is continuing. 6.3 duly and promptly pay all consentscalls, approvalsinstallments, waiverssubscription monies or other payments which may be made or become due in respect of any of the Mortgaged Securities as and when the same shall from time to time become due; 6.4 not do or cause or permit to be done anything which may in any way depreciate, authorizations from jeopardise or otherwise prejudice the value of the Mortgaged Securities; 6.5 not create or permit to arise or subsist any third party encumbrance (other than in favour of the Board) on or over the Mortgaged Securities or any permitspart thereof; 6.6 not sell, approvals, waivers transfer or dispose of the Mortgaged Securities or any registration part thereof or filings interest therein or attempt or agree so to do (if required by laws) other than pursuant to or in accordance with any governmental authority required for the execution and performance of this Agreement and the Plegded Equity Interests under this Agreement which shall remain valid in full during the effective term provisions of this Agreement.); 10.2 The Company will not assist in or permit 6.7 upon the creation occurrence of any new pledge or any other encumbrance over the Pledged Security Interestsan Event of Default and which is continuing, without prior written consent of the Pledgee. 10.3 The Company will not assist in or permit any transfer of the Pledged Equity Interests, without first obtaining the prior written consent from the Pledgee. 10.4 In the event of any lawsuit, arbitration or claim which may have adverse effect on the Company, the Pledged Equity Interests or the interests of the Pledgee under the Transaction Documents and this Agreement, the Company undertakes to promptly notify the Pledgee Board in writing as soon as practicably and, at of all Entitlements and shall (if directed by the reasonable request of the Pledgee, take all necessary steps to protect the security interest of the Pledgee Board) promptly pay over the Pledged Equity Interests. 10.5 The Company will not make or cause to make any conduct or action which may have any adverse effect on the interests of the Pledgee under the Transaction Documents and this Agreement or the Pledged Equity Interests. 10.6 The Plegors shall within the first month of each calendar quarter, provide the financial statements of the Company for the preceding quarter to the Pledgee, including (without limitation) the balance sheet, income statement and cash flow statement. 10.7 The Company undertakes, at the reasonable request of the Pledgee, to take Board all necessary steps and to execute all documents (including without limitation any supplemental agreement to this Agreement) necessary for the realization of the security interest over the Pledged Equity Interests Entitlements received by it and the exercise Board shall be entitled to apply the same in accordance with Clause 9 (Power of such rights by the PledgeeSale and application of proceeds). 10.8 The Company undertakes to take all necessary steps to effect all transfers of the Pledged Equity Interests arising from the realization of the Equity Pledge under this Agreement.

COVENANTS BY THE COMPANY. 10.1 The Company shall use its best efforts to procure all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution and performance of this Agreement and the Plegded Pledged Equity Interests under this Agreement which shall remain valid in full during the effective term of this Agreement. 10.2 The Company will not assist in or permit the creation of any new pledge or any other encumbrance over the Pledged Security Interests, without prior written consent of the Pledgee. 10.3 The Company will not assist in or permit any transfer of the Pledged Equity Interests, without first obtaining the prior written consent from the Pledgee. 10.4 In the event of any lawsuit, arbitration or claim which may have adverse effect on the Company, the Pledged Equity Interests or the interests of the Pledgee under the Transaction Documents and this Agreement, the Company undertakes to notify the Pledgee in writing as soon as practicably and, at the reasonable request of the Pledgee, take all necessary steps to protect the security interest of the Pledgee over the Pledged Equity Interests. 10.5 The Company will not make or cause to make any conduct or action which may have any adverse effect on the interests of the Pledgee under the Transaction Documents and this Agreement or the Pledged Equity Interests. 10.6 The Plegors Pledgors shall within the first month of each calendar quarter, provide the financial statements of the Company for the preceding quarter to the Pledgee, including (without limitation) the balance sheet, income statement and cash flow statement. 10.7 The Company undertakes, at the reasonable request of the Pledgee, to take all necessary steps and to execute all documents (including without limitation any supplemental agreement to this Agreement) necessary for the realization of the security interest over the Pledged Equity Interests and the exercise of such rights by the Pledgee. 10.8 The Company undertakes to take all necessary steps to effect all transfers of the Pledged Equity Interests arising from the realization of the Equity Pledge under this Agreement.