Common use of Covenants of ParentCo Regarding Exchangeable Shares Clause in Contracts

Covenants of ParentCo Regarding Exchangeable Shares. So long as any Exchangeable Shares are outstanding, AdValiant USA (prior to the effective time of the Merger) and DGI (on and after the effective time of the Merger) will: (a) not declare or pay any dividend on ParentCo Common Shares unless (A) the Corporation will have sufficient assets, funds and other property available to enable the due declaration and the due and punctual payment in accordance with applicable law of an equivalent dividend on the Exchangeable Shares and (B) subsection 2.1(b) shall be complied with in connection with such dividend; (b) cause the Corporation to declare simultaneously with the declaration of any dividend on ParentCo Common Shares an equivalent dividend on the Exchangeable Shares and, when such dividend is paid on ParentCo Common Shares, cause the Corporation to pay simultaneously therewith such equivalent dividend on the Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; (c) advise the Corporation sufficiently in advance of the declaration by ParentCo of any dividend on ParentCo Common Shares and take all such other actions as are necessary, in cooperation with the Corporation, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the record date, declaration date and payment date for the corresponding dividend on ParentCo Common Shares; (d) take all such actions and do all such things as are necessary or desirable to enable and permit the Corporation, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Exchangeable Share Consideration representing the Liquidation Amount in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation for the purpose of winding up its affairs, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Corporation to cause to be delivered ParentCo Common Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5 of the Exchangeable Share Provisions; (e) take all such actions and do all such things as are necessary or desirable to enable and permit the Corporation, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Exchangeable Share Consideration representing the Retraction Price and the Redemption Price, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Corporation to cause to be delivered ParentCo Common Shares to the holders of Exchangeable Shares, upon the retraction or redemption of the Exchangeable Shares in accordance with the provisions of Article 6 or Article 7 of the Exchangeable Share Provisions, as the case may be; and (f) not exercise its vote, or cause any of its subsidiaries to exercise their votes, as a shareholder of the Corporation to initiate the amalgamation or voluntary liquidation, dissolution or winding-up of the Corporation nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of the Corporation.

Covenants of ParentCo Regarding Exchangeable Shares. So long as any Exchangeable Shares are outstanding, AdValiant USA ParentCo (prior to and CallCo in the effective time case of the Mergersubclauses (e) and DGI (on and after the effective time of the Mergerf)) will: (a) not declare or pay any dividend on ParentCo Common Shares Stock unless (A) the Corporation Company will have sufficient assets, funds and other property available to enable the due declaration and the due and punctual payment in accordance with applicable law of a dividend in an equivalent dividend amount on the Exchangeable Shares in accordance with the Exchangeable Share Provisions and (B) subsection Subsection 2.1(b) shall be complied with in connection with such dividend; (b) cause the Corporation Company to declare simultaneously with the declaration of any dividend on ParentCo Common Shares Stock a dividend in an equivalent amount to such dividend on the Exchangeable Shares and, when such dividend is paid on ParentCo Common SharesStock, cause the Corporation Company to pay simultaneously therewith such a dividend in an equivalent dividend amount on the Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; (c) advise the Corporation Company sufficiently in advance of the declaration by ParentCo of any dividend on ParentCo Common Shares Stock and take all such other actions as are necessary, in cooperation co-operation with the CorporationCompany, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the record date, declaration date and payment date for the corresponding dividend on ParentCo Common SharesStock; (d) ensure that the record date for any dividend declared on ParentCo Common Stock is not less than 10 Business Days after the declaration for such dividend; (e) provide or cause to be provided to the Company such assets, funds and other property as may be necessary in order that the Company will have sufficient assets, funds, and other property available to enable (i) the due declaration and the due and punctual payment, in accordance with applicable law, of all dividends on the Exchangeable Shares and (ii) the due performance by the Company of its obligations under this Agreement and the Company's Articles; (f) to take all such actions and do all such things as are necessary or desirable desirable, to enable and permit the CorporationCompany, or CallCo if it exercised its Liquidation Call Right, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Exchangeable Share Consideration representing the Liquidation Amount in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of the Corporation Company or any other distribution of the assets of the Corporation Company for the purpose of winding up its affairs, including without limitation all such actions and all such things as are necessary or desirable desirable, to enable and permit the Corporation Company, or CallCo, as the case may be, to cause to be delivered ParentCo Common Shares Stock to the holders of Exchangeable Shares in accordance with the provisions of Article 5 of the Exchangeable Share ProvisionsProvisions or Article 3 herein, as the case may be; (eg) take all such actions and do all such things as are necessary or desirable desirable, to enable and permit the CorporationCompany or CallCo if it exercises, the Retraction Call Right or the Redemption Call Right, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Exchangeable Share Consideration representing the Retraction Price and the Redemption Price, including without limitation all such actions and all such things as are necessary or desirable desirable, to enable and permit the Corporation Company or CallCo to cause to be delivered ParentCo Common Shares Stock to the holders of Exchangeable Shares, upon the retraction or redemption of the Exchangeable Shares in accordance with the provisions of Article 6 or Article 7 of the Exchangeable Share Provisions, as the case may be; and; (fh) take all actions and do all such things as are necessary or desirable to perform the obligations of Parentco or Callco with respect to the exercise of the Insolvency Exchange Right or Redemption Call Right, as the case may be, including the delivery of Parentco Common Stock to the Holders of the Exchangeable Shares in accordance with the Exchange Share Provisions; (i) not to exercise its vote, or cause any of its subsidiaries to exercise their votes, vote as a shareholder of the Corporation to initiate the amalgamation or voluntary liquidation, dissolution or winding-up of the Corporation Company nor take any action or omit to take any action that is designed to will result in the liquidation, dissolution or winding-up of the CorporationCompany; and (j) be the authorized representative of the Company for purposes of making elections for U.S. federal tax purposes and will otherwise represent the Company in front of the Internal Revenue Service.

Covenants of ParentCo Regarding Exchangeable Shares. So long as any Exchangeable Shares are outstanding, AdValiant USA (prior and, subject to the effective time Section 3.2 of the Merger) and DGI (on and after the effective time of the Merger) Exchangeable Share Provisions, ParentCo will: (a) not declare or pay any dividend on ParentCo Common Shares unless (A) the Corporation will have sufficient assets, funds and other property available to enable the due declaration and the due and punctual payment in accordance with applicable law of an equivalent dividend on the Exchangeable Shares and (B) subsection 2.1(b) shall be complied with in connection with such dividend; (b) cause the Corporation to declare simultaneously with the declaration of any dividend on ParentCo Common Shares an equivalent dividend on the Exchangeable Shares and, when such dividend is paid on ParentCo Common Shares, cause the Corporation to pay simultaneously therewith such equivalent dividend on the Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; (c) advise the Corporation sufficiently in advance of the declaration by ParentCo of any dividend on ParentCo Common Shares and take all such other actions as are necessary, in cooperation with the Corporation, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the record date, declaration date and payment date for the corresponding dividend on ParentCo Common Shares; (d) take all such actions and do all such things as are necessary or desirable to enable and permit the Corporation, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Exchangeable Share Consideration representing the Liquidation Amount in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation for the purpose of winding up its affairs, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Corporation to cause to be delivered ParentCo Common Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5 of the Exchangeable Share Provisions; (e) take all such actions and do all such things as are necessary or desirable to enable and permit the Corporation, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Exchangeable Share Consideration representing the Retraction Price and the Redemption Price, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Corporation to cause to be delivered ParentCo Common Shares to the holders of Exchangeable Shares, upon the retraction or redemption of the Exchangeable Shares in accordance with the provisions of Article 6 or Article 7 of the Exchangeable Share Provisions, as the case may be; and (f) not prior to the fifth anniversary of the Effective Date exercise its vote, or cause any of its subsidiaries to exercise their votes, vote as a shareholder of the Corporation to initiate the amalgamation or voluntary liquidation, dissolution or winding-up of the Corporation nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of the Corporation.

Covenants of ParentCo Regarding Exchangeable Shares. So long as any Exchangeable Shares are outstanding, AdValiant USA (prior to the effective time of the Merger) and DGI (on and after the effective time of the Merger) ParentCo will: (a) not declare or pay any dividend on ParentCo Common Shares unless (A) the Corporation will have sufficient assets, funds and other property available to enable the due declaration and the due and punctual payment in accordance with applicable law of an equivalent dividend on the Exchangeable Shares and (B) subsection 2.1(b) shall be complied with in connection with such dividend; (b) cause the Corporation to declare simultaneously with the declaration of any dividend on ParentCo Common Shares an equivalent dividend on the Exchangeable Shares and, when such dividend is paid on ParentCo Common Shares, cause the Corporation to pay simultaneously therewith such equivalent dividend on the Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; (c) advise the Corporation sufficiently in advance of the declaration by ParentCo of any dividend on ParentCo Common Shares and take all such other actions as are necessary, in cooperation with the Corporation, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the record date, declaration date and payment date for the corresponding dividend on ParentCo Common Shares; (d) take all such actions and do all such things as are necessary or desirable to enable and permit the Corporation, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Exchangeable Share Consideration representing the Liquidation Amount in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation for the purpose of winding up its affairs, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Corporation to cause to be delivered ParentCo Common Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5 of the Exchangeable Share Provisions; (e) take all such actions and do all such things as are necessary or desirable to enable and permit the Corporation, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Exchangeable Share Consideration representing the Retraction Price and the Redemption Price, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Corporation to cause to be delivered ParentCo Common Shares to the holders of Exchangeable Shares, upon the retraction or redemption of the Exchangeable Shares in accordance with the provisions of Article 6 or Article 7 of the Exchangeable Share Provisions, as the case may be; and; (f) not exercise its vote, or cause any of its subsidiaries to exercise their votes, vote as a shareholder of the Corporation to initiate the amalgamation or voluntary liquidation, dissolution or winding-up of the Corporation nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of the Corporation; and (g) take all such actions and do all such things as are necessary or desirable to enable and permit the Corporation, in accordance with applicable law, to perform its obligations under the provisions of the Share Option Plan, the Convertible Debenture Options and the Warrants, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Corporation to cause to be delivered ParentCo Common Shares to i) the holders of Employee Stock Options upon exercise of such options, ii) the holders of the Convertible Debenture Options upon the exercise of such options and iii) the holders of the Warrants upon exercise by such holders of their rights thereunder.

Covenants of ParentCo Regarding Exchangeable Shares. So long as any Exchangeable Shares are outstanding, AdValiant USA (prior to the effective time of the Merger) and DGI (on and after the effective time of the Merger) ParentCo will: (a) not declare or pay any dividend on ParentCo Common Shares unless (A) the Corporation will have sufficient assets, funds and other property available to enable the due declaration and the due and punctual payment in accordance with applicable law of an equivalent dividend on the Exchangeable Shares and (B) subsection 2.1(b) shall be complied with in connection with such dividend; (b) cause the Corporation to declare simultaneously with the declaration of any dividend on ParentCo Common Class A Shares an equivalent dividend on the Exchangeable Shares and, when such dividend is paid on ParentCo Common Class A Shares, cause the Corporation to pay simultaneously therewith such equivalent dividend on the Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; (cb) advise the Corporation sufficiently in advance of the declaration by ParentCo of any dividend on ParentCo Common Class A Shares and take all such other actions as are necessary, in cooperation with the Corporation, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the record date, declaration date and payment date for the corresponding dividend on ParentCo Common Class A Shares; (dc) take all such actions and do all such things as are necessary or desirable to enable and permit the Corporation, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Exchangeable Share Consideration representing the Liquidation Amount in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation for the purpose of winding up its affairs, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Corporation to cause to be delivered ParentCo Common Class A Shares to the holders of Exchangeable Shares in accordance with the provisions of Article 5 of the Exchangeable Share Provisions; (ed) take all such actions and do all such things as are necessary or desirable to enable and permit the Corporation, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Exchangeable Share Consideration representing the Retraction Price and the Redemption Price, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Corporation to cause to be delivered ParentCo Common Class A Shares to the holders of Exchangeable Shares, upon the retraction or redemption of the Exchangeable Shares in accordance with the provisions of Article 6 or Article 7 of the Exchangeable Share Provisions, as the case may be; and (f) not exercise its vote, or cause any of its subsidiaries if the Corporation proposes to exercise their votes, as a shareholder deliver Class A Shares to such holders pursuant the such Articles of the Corporation to initiate the amalgamation or voluntary liquidation, dissolution or winding-up of the Corporation nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of the CorporationExchangeable Share Provisions.

Covenants of ParentCo Regarding Exchangeable Shares. So long as any Exchangeable Shares are outstanding, AdValiant USA (prior to the effective time of the Merger) and DGI (on and after the effective time of the Merger) ParentCo will: (a) not declare or pay any dividend on ParentCo Common Shares unless (A) the Corporation will have sufficient assets, funds and other property available to enable the due declaration and the due and punctual payment in accordance with applicable law of an equivalent dividend on the Exchangeable Shares and (B) subsection 2.1(b) shall be complied with in connection with such dividend; (b) cause the Corporation to declare simultaneously with the declaration of any dividend on ParentCo Common Shares an equivalent dividend on the Exchangeable Shares and, when such dividend is paid on ParentCo Common Shares, cause the Corporation to pay simultaneously therewith such equivalent dividend on the Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; (c) advise the Corporation sufficiently in advance of the declaration by ParentCo of any dividend on ParentCo Common Shares and take all such other actions as are necessary, in cooperation with the Corporation, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the record date, declaration date and payment date for the corresponding dividend on ParentCo Common Shares; (d1) take all such actions and do all such things as are necessary or desirable to enable and permit the CorporationCompany, in accordance with applicable law, to pay and 2 otherwise perform its obligations with respect to the satisfaction of the Exchangeable Share Consideration representing the Liquidation Amount in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of the Corporation Company or any other distribution of the assets of the Corporation Company for the purpose of winding up its affairs, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Corporation Company to cause to be delivered ParentCo Common Shares CommonShares to the holders of Exchangeable Shares in accordance with the provisions of Article 5 of the Exchangeable Share Provisions; (e2) take all such actions and do all such things as are necessary or desirable desirable, including to purchase additional Common Shares of the Company having an aggregate purchase price equal to amounts which the Company requires to enable and permit the CorporationCompany, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the payment of dividends or the satisfaction of the Exchangeable Share Consideration representing the Retraction Price and the Redemption Price, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the Corporation to cause to be delivered ParentCo Common Shares to the holders of Exchangeable Shares, upon the retraction or redemption of the Exchangeable Shares in accordance with the provisions of Article 6 or Article 7 of the Exchangeable Share Provisions, as the case may be; and (f3) not prior to the fifth anniversary of the Effective Date exercise its vote, or cause any of its subsidiaries to exercise their votes, vote as a shareholder of the Corporation to initiate the amalgamation or voluntary liquidation, dissolution or winding-up of the Corporation Company nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of the CorporationCompany.