Covenants of the Subscriber. The Subscriber agrees with the Fund that:
(i) For so long as the Subscriber owns Shares, the Subscriber shall, upon request, disclose to the Fund such information with respect to direct or indirect holdings of such Shares as the Fund deems necessary to comply with provisions of the Internal Revenue Code of 1986 applicable to the Fund, to comply with requirements of any other appropriate taxing authority, or to comply with the provisions of the 1940 Act, as any of said laws may be amended from time to time.
(ii) The Subscriber, if an IRA xx an ERISA Plan, will furnish to the Fund promptly upon its request the information called for by applicable "prohibited transaction" regulations of the Department of Labor and any other information with respect to Subscriber's parties in interest as the Fund may reasonably require.
(iii) The Subscriber will indemnify and hold the Fund harmless from and against any and all loss, damage or liability due to or arising out of a breach of any representation or warranty of the Subscriber in this Agreement or any other document furnished by it to the Fund.
Covenants of the Subscriber. The Subscriber will:
(a) not resell any of the Flow-Through Shares acquired (directly or indirectly) hereunder, in whole or in part, directly or indirectly, except in accordance with the provisions of applicable Securities Laws;
(b) execute, deliver, file and otherwise assist the Corporation in filing such further reports, undertakings, agreements, documents and writings, do all acts and things, and provide such further assurances as may be required to give effect to this Subscription Agreement as required, and, without limiting the generality of the foregoing, will execute and deliver all documents, agreements and writings and provide such assurances, undertakings, information and investment letters as may be required from time to time by the Securities Commissions or other regulatory authorities having jurisdiction over the Corporation’s affairs or as may be required under the applicable Securities Laws with respect to the issue and resale of the Flow-Through Shares; and
(c) provide the Corporation and applicable securities regulatory authorities, on request, particulars as to the identity of any undisclosed principals as may be required by the Corporation.
Covenants of the Subscriber. 5.1. The Subscriber acknowledges that it will be required to provide proof of identity and origin of subscription funds required by any applicable laws and regulations relating to anti-money laundering checks, as further set out in Schedule 1 hereto. The subscription for Units or Notes and any future transactions shall not be processed until the Management Company, the Depository Bank or the Administration Agent receives such information.
Covenants of the Subscriber. (1) The Subscriber will comply with Applicable Securities Laws concerning the subscription, purchase, holding and resale of the Subscribed Shares and will consult with its legal advisers with respect to complying with resale restrictions under Applicable Securities Laws with respect to the Subscribed Shares.
(2) The Subscriber will execute, deliver, file and otherwise assist the Corporation in filing any reports, undertakings and other documents required under Applicable Securities Laws in connection with the offer, sale and issuance of the Subscribed Shares.
Covenants of the Subscriber. The Subscriber will furnish to the Company such information or additional verifications as the Company may reasonably request and will cooperate with the Company in obtaining such additional information or verifications from third parties as the Company may reasonably request for the purpose of confirming the representations and warranties of the Subscriber set forth in Section 3 of this Agreement and perfecting the exemption from registration under the federal and state securities laws.
Covenants of the Subscriber. In connection with the Subscription and the issuance of Common Shares hereunder, the Subscriber covenants and agrees with the Corporation that:
(a) if required by applicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Subscriber shall execute, deliver and file or assist the Corporation in obtaining and filing such reports, undertakings and other documents relating to its subscription as may be required;
(b) the Subscriber, if it decides to offer, sell or otherwise transfer all or any part of the Common Shares, will not offer, sell or otherwise transfer any of such securities (other than pursuant to an effective registration statement under the US Securities Act and in compliance with all applicable state and provincial securities laws), directly or indirectly, unless:
(i) the sale is to the Corporation; or
(ii) the sale is made outside the United States in accordance with the requirements of Rule 903 or Rule 904 of Regulation S under the US Securities Act; or
(iii) the sale is made pursuant to the exemption from registration under the US Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws; or
(iv) the sale is made pursuant to another exemption from registration under the US Securities Act and any applicable state securities laws, and in each case the sale is made in compliance with all applicable state and provincial securities laws; provided that in the case of subparagraphs (iii) or (iv), a written opinion of legal counsel reasonably satisfactory to the Corporation is addressed and provided to the Corporation, to the effect that the proposed transfer may be effected without registration under the US Securities Act or any applicable state securities laws; and
(c) the Subscriber hereby agrees to hold the Corporation and its directors, officers, employees, affiliates, controlling persons and agents and their respective officers, directors, employees, counsel, controlling persons and agents, and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of a material false breach of any representation or warranty or failure by the Subscriber to comply with any material covenant made by the Subscriber in this Subscription Agreement (including Schedule A and B attached hereto) or any other document furnishe...
Covenants of the Subscriber. The Subscriber agrees with the Company that:
(i) For so long as the Subscriber owns Shares, the Subscriber shall, upon request, disclose to the Company such information with respect to direct or indirect holdings of such Shares as the Company deems necessary to comply with provisions of the Internal Revenue Code of 1986 applicable to the Company, to comply with requirements of any other appropriate taxing authority, or to comply with the provisions of the 1940 Act, as any of said laws may be amended from time to time.
(ii) The Subscriber, if an XXX or an ERISA Plan, will furnish to the Company promptly upon its request the information called for by applicable "prohibited transaction" regulations of the Department of Labor and any other information with respect to Subscriber's parties in interest as the Company may reasonably require.
(iii) The Subscriber will indemnify and hold the Company harmless from and against any and all loss, damage or liability due to or arising out of a breach of any representation or warranty of the Subscriber in this Agreement or any other document furnished by it to the Company.
(iv) The Subscriber acknowledges that the Company has the exclusive right and unilateral discretion and authority to accept the subscription agreement from Subscriber and may refuse to do so if: (a) it deems Subscriber does not meet the minimum suitability requirements for this Offering; (b) the Offering has been closed and there are no Shares to fulfill Subscriber's subscription purchase; and (c) any other reasonable and justifiable basis to withhold the subscription agreement from being fulfilled on the part of the Company in issuing Shares to Subscriber. In the event of any of the foregoing instances, subscriber will be promptly notified in writing by the Company of the reasons for why it cannot accept the submitted subscription agreement from Subscriber and will promptly refund any funds submitted by Subscriber via company check to the Subscriber's address as provided in the subscription agreement within 5 business days of such notification.
Covenants of the Subscriber. The Subscribers, each for itself, covenant and agree with the Company that provided a Non-Registration Event (as defined in Section 10.4) has not occurred and no other liquidated damages have accrued hereunder, then until the end of the Exclusion Period [as defined in Section 8(n)], each Subscriber will not, without prior approval by the Company, sell in open market transactions on any trading day an amount of Company Shares in excess of such Subscriber's Proportionate Share (as set forth on the signature page hereto) of 12.5% of the trading volume of the Company's Common Stock for such trading day as reported by Bloomberg L.P. Each Subscriber may sell up to its Proportionate Share of 37.5% of the reported trading volume of the Company's Common Stock for such Proportionate Share percentages that accumulated and were not sold on prior trading days pursuant to the previous sentence.
Covenants of the Subscriber. The Subscribers to the Offering, each for itself, covenant and agree with the Company that provided no Event of Default (as defined in the Note) has occurred, then until 180 days after the Effective Date (as defined in Section 10.1[iv] of this Agreement), each Subscriber will not, without prior approval by the Company, sell in open market transactions on any trading day an amount of Company Shares in excess of such Subscriber's Proportionate Share (as set forth on the signature page hereto) of 25%of the reported trading volume of the Company's Common Stock for such trading day. In the event a Subscriber does not sell its full Proportionate Share on the subsequent trading day, then the unsold portion may be sold thereafter on any trading day without regard to the limitation described in this Section 7.2.
Covenants of the Subscriber. Upon exchange of the Convertible Note by the Subscriber for CTDC Common Shares, such Subscriber shall file a statement on Schedule 13D or Schedule 13G if, and within the respective period of time, required to do so under Rule 13d-1 of the Exchange Act.
