Financial Undertakings and Ownership and Control of the Guarantor Sample Clauses

Financial Undertakings and Ownership and Control of the Guarantor. The Guarantor will ensure that:
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Financial Undertakings and Ownership and Control of the Guarantor. 11.1 The Guarantor will ensure that for the financial quarter ending as at 30 June 2006, for the financial quarter ending immediately prior to or on the date falling ninety (90) days before the Intended Delivery Date and for each subsequent financial quarter: 11.1.1 at all times the minimum Free Liquidity will be not less than fifty million Dollars (USD50,000,000); 11.1.2 either: (a) as at the end of each financial quarter the ratio of Consolidated EBITDA to Consolidated Debt Service for the Group, computed for the period of the four (4) consecutive financial quarters ending at the end of the relevant financial quarter, shall not be less than one point two five (1.25) to one (1.0); or (b) at all times during the period of twelve (12) months ending as at the end of the relevant financial quarter the Group has maintained a minimum Free Liquidity in an amount which is not less than one hundred million Dollars (USD100,000,000); and 11.1.3 as at the end of each financial quarter the ratio of Total Net Funded Debt to Total Capitalisation of the Group shall not exceed [*]. Amounts available for drawing under any revolving or other credit facilities of the Group which remain undrawn at the time of the relevant calculation shall not be counted as cash or indebtedness for the purposes of this ratio. 11.2 It will be an Event of Default if: 11.2.1 at any time when the ordinary share capital of the Guarantor or parent company of the Guarantor is not publicly listed on an Approved Stock Exchange or at any time when a dividend is paid to the existing shareholders of the Guarantor or parent company of the Guarantor by way of a share issue pursuant to a public offering on an Approved Stock Exchange, the Lim Family (together or individually) and Apollo in the aggregate do not or will not, directly or indirectly, control the Guarantor and beneficially own, directly or indirectly, at least fifty one per cent (51%) of the issued share capital of, and equity interest in, the Guarantor; or 11.2.2 at any time following the listing of the ordinary share capital of the Guarantor or parent company of the Guarantor on an Approved Stock Exchange: (a) any individual or any Third Party: (i) owns legally and/or beneficially and either directly or indirectly at least thirty three per cent (33%) of the ordinary share capital of the Guarantor; or (ii) has the right or the ability to control either directly or indirectly the affairs of or the composition of the majority of the board of direc...
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Financial Undertakings and Ownership and Control of the Guarantor. 11.1 The Guarantor will ensure that for the financial quarter ending as at 30 June 2006, for the financial quarter ending immediately prior to or on the date falling ninety (90) days before the Intended Delivery Date and for each subsequent financial quarter: 11.1.1 at all times the minimum Free Liquidity will be not less than [**] [Confidential Treatment] Dollars [**] [Confidential Treatment]; 11.1.2 either: (a) as at the end of each financial quarter the ratio of Consolidated EBITDA to Consolidated Debt Service for the Group, computed for the period of the four (4) consecutive financial quarters ending at the end of the relevant financial quarter, shall not be less than [**] [Confidential Treatment] to [**] [Confidential Treatment]; or (b) at all times during the period of twelve (12) months ending as at the end of the relevant financial quarter the Group has maintained a minimum Free Liquidity in an amount which is not less than [**] [Confidential Treatment] Dollars [**] [Confidential Treatment]; and 11.1.3 as at the end of each financial quarter the ratio of Total Net Funded Debt to Total Capitalisation of the Group shall not exceed: (a) [**] [Confidential Treatment] to [**] [Confidential Treatment] for financial quarters ending on or before 31 December 2007; and (b) [**] [Confidential Treatment] to [**] [Confidential Treatment] for each subsequent financial quarter. Amounts available for drawing under any revolving or other credit facilities of the Group which remain undrawn at the time of the relevant calculation shall not be counted as cash or indebtedness for the purposes of this ratio. 11.2 It will be an Event of Default if: 11.2.1 at any time when the ordinary share capital of the Guarantor is not publicly listed on an Approved Stock Exchange or at any time when a dividend is paid to the existing shareholders of the Guarantor by way of a share issue pursuant to a public offering on an Approved Stock Exchange, the Lim Family together or individually do not, directly or indirectly, control the Guarantor and beneficially own, directly or indirectly, at least fifty one per cent (51%) of the issued share capital of, and equity interest in, the Guarantor; or 11.2.2 at any time following the listing of the ordinary share capital of the Guarantor on an Approved Stock Exchange: (a) any individual or any Third Party:
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Financial Undertakings and Ownership and Control of the Guarantor. 11.1 The Guarantor will ensure that: 11.1.1 at all times the minimum Cash Balance will be not less than fifty million Dollars (USD50,000,000); 11.1.2 as at 31 December 2004 and as at the end of each subsequent financial quarter either: (a) the ratio of Consolidated EBITDA to Consolidated Debt Service for the NCLC Group for the period of twelve (12) months ending as at the end of the relevant financial quarter shall not be less than: (i) for the financial quarter ending on 31 December 2004, one point two (1.2) to one (1.0); and (ii) for each subsequent financial quarter, one point two five (1.25) to one (1.0); or (b) the NCLC Group has maintained a minimum Cash Balance during such period of twelve (12) months ending as at the end of the relevant financial quarter in an amount which is not less than whichever is the greater of: (i) one hundred million Dollars (USD100,000,000); and (ii) seven point five per cent (7.5%) of Total Funded Debt as at the end of the relevant financial quarter and each of the three (3) preceding financial quarters; and 11.1.3 as at 31 December 2004 and as at the end of each subsequent financial quarter, the ratio of Total Net Funded Debt to Total Capitalisation of the NCLC Group shall not exceed: (a) nought point seven (0.7) to one (1.0) for financial quarters ending on or before 31 December 2006; and (b) nought point six five (0.65) to one (1.0) for each subsequent financial quarter. Amounts available for drawing under any revolving or other credit facilities of the NCLC Group which remain undrawn at the time of the relevant calculation shall not be counted as cash or indebtedness for the purposes of this ratio. 11.2 It will be an Event of Default if: 11.2.1 at any time when the ordinary share capital of the Guarantor is not publicly listed on an Approved Stock Exchange, the Lim Family together or individually do not, directly or indirectly, control the Guarantor and beneficially own, directly or indirectly, at least fifty one per cent (51%) of the issued share capital of, and equity interest in, the Guarantor; or 11.2.2 at any time following the listing of the ordinary share capital of the Guarantor on an Approved Stock Exchange: (a) any Third Party: (i) owns more than thirty three per cent (33%) of the ordinary share capital of the Guarantor; or (ii) owns shares in the ordinary share capital of the Guarantor representing more than thirty three per cent (33%) of all the voting rights attributable to such ordinary share capital; or...
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Related to Financial Undertakings and Ownership and Control of the Guarantor

  • Financial Undertakings The Borrower will not enter into or remain liable upon, nor will it permit any Subsidiary to enter into or remain liable upon, any Financial Undertaking, except to the extent required to protect the Borrower and its Subsidiaries against increases in interest payable by them under variable interest Indebtedness.

  • GENERAL UNDERTAKINGS The undertakings in this Clause 22 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • Additional Undertakings Pledgor will not, without the prior written consent of Pledgee: (a) enter into any agreement amending, supplementing or waiving any provision of any Pledged Interests (including any Organizational Documents or regulations to which such Pledged Interests relate) or compromising or releasing or extending the time for payment of any obligation of the maker thereof, provided that the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effect; (b) take or omit to take any action the taking or the omission of which would result in any impairment or alteration of (i) any obligation in respect of any Pledged Interests constituting Collateral or (ii) any other instrument constituting Collateral; (c) cause or permit any change to be made in its name, identity, corporate structure or state of incorporation or formation, or any change to be made to a jurisdiction other than as represented in (i) the location of any Collateral, (ii) the location of any records concerning any Collateral or (iii) in the location of its place of business (or, if it has more than one place of business, its chief executive office), unless Pledgor shall have notified Pledgee of such change at least 5 business days prior to the effective date of such change, and shall have first taken all action, if any, reasonably required by Pledgee for the purpose of further perfecting or protecting the security interest in favor of Pledgee in the Collateral; (d) permit the issuance of (i) any additional stock, membership, partnership or other equity interests or units of any class of additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof), (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof) or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such interests or units; or (e) enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any Pledged Interests, except as contained in the Organizational Documents in effect as of the date hereof, or restrictions on transfers imposed by federal and state securities laws.

  • INFORMATION UNDERTAKINGS The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • Management and Control of the Company The Manager shall direct, manage and control the business of the Company to the best of such Manager’s ability and shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Manager shall deem to be reasonably required in light of the Company’s business and objectives. (1) No Member except one who shall also be a Manager may participate in or have any control over the Company business or have any authority or right to act for or bind the Company. The Member hereby consents to the exercise by the Manager of the powers respectively conferred on it by this Agreement. (2) The Manager may, if appropriate, establish, if Company funds are available, reserves for working capital and for payment of taxes, insurance, debt service, repairs, replacements or renewals, or other costs and expenses incident to the operation of the Company and the property of the Company and for such other purposes as the Manager may determine and thereafter shall maintain such reserves in such amounts as the Manager deems appropriate under the circumstances to the extent that any such reserves are not in conflict with any other provisions of this Agreement regarding any required disbursements.

  • Financial Security Arrangements At least 20 Business Days prior to the commencement of the design, procurement, installation, or construction of a discrete portion of the Connecting Transmission Owner’s Interconnection Facilities and Upgrades, the Interconnection Customer shall provide the Connecting Transmission Owner, at the Interconnection Customer’s option, a guarantee, a surety bond, letter of credit or other form of security that is reasonably acceptable to the Connecting Transmission Owner and is consistent with the Uniform Commercial Code of the jurisdiction where the Point of Interconnection is located. Such security for payment shall be in an amount sufficient to cover the costs for constructing, designing, procuring, and installing the applicable portion of the Connecting Transmission Owner’s Interconnection Facilities and Upgrades and shall be reduced on a dollar-for-dollar basis for payments made to the Connecting Transmission Owner under this Agreement during its term. The Connecting Transmission Owner may draw on any such security to the extent that the Interconnection Customer fails to make any payments due under this Agreement. In addition: 6.3.1 The guarantee must be made by an entity that meets the creditworthiness requirements of the Connecting Transmission Owner, and contain terms and conditions that guarantee payment of any amount that may be due from the Interconnection Customer, up to an agreed-to maximum amount. 6.3.2 The letter of credit or surety bond must be issued by a financial institution or insurer reasonably acceptable to the Connecting Transmission Owner and must specify a reasonable expiration date. 6.3.3 Notwithstanding the above, Security posted for System Upgrade Facilities for a Small Generating Facility required to enter the Class Year process, or cash or Security provided for System Deliverability Upgrades, shall meet the requirements for Security contained in Attachment S to the ISO OATT.

  • FINANCIAL AGREEMENT In addition to all of Institute of Healthcare, Inc academic standards and policies, I understand that The Institute of Healthcare is not currently recognized with institutional accreditation recognized by the United States Department of Education. Students are not able or eligible to participate in federal financial aid programs in association with the Institute of Healthcare, Inc. With that being said, the applicant will be withdrawn from the course for failure to meet financial obligation. “Prior to signing this enrollment agreement, you must be given a catalog or brochure and a School Performance Fact Sheet, which are encouraged to review prior to signing this agreement. These documents contain important policies and performance data for this institution. This institution is required to have you sign and date the information included in the School Performance Fact Sheet relating to completion rates placement rates, license examination passage rates, and salaries or wages, and the most recent three- year cohort default rate, if applicable, prior to signing this agreement. “As a prospective student, you are encouraged to review this catalog prior to signing an enrollment agreement. You are also encouraged to review the School Performance Fact Sheet, which must be provided to you prior to signing an enrollment agreement.” “I understand that this is a legally binding contract. My signature below certifies that I have read, understood, and agreed to my rights and responsibilities, and that the Institutions cancellation and refund policies have been clearly explained to me.” Applicant Signature Applicant Print Name Date Authorized Employee of Institute of Healthcare, Inc. Signature Print Title Date “NOTICE” “YOU MAY ASSERT AGAINST THE HOLDER OF THE PROMISSORY NOTE YOU SIGNED IN ORDER TO FINANCE THE COST OF THE EDUCATIONAL PROGRAM ALL OF THE CLAIMS AND DEFENSES THAT YOU COULD ASSERT AGAINST THIS INSTITUTION, UP TO THE AMOUNT YOU HAVE ALREADY PAID UNDER THE PROMISSORY NOTE.” TOTAL CHARGES FOR THE CURRENT PERIOD OF ATTENDANCE: $1,595.00 ESTIMATED TOTAL CHARGES FOR THE ENTIRE EDUCATIONAL PROGRAM: $1,595.00 SCHOOL PERFORMANCE FACT SHEET EMERGENCY MEDICAL TECHNICIAN PROGRAM: 4, 8 and 12 WEEK COURSES OFFERED 2018 N/A N/A N/A N/A 2019 N/A N/A N/A N/A Students Initials: Date: 0000 X/X X/X X/X X/X X/X 2019 N/A N/A N/A N/A N/A You may obtain from the institution a list of the employment positions determined to be in the field for which a student received education and training. Please request from Administration. 2018 N/A N/A N/A 2019 N/A N/A N/A 2018 N/A N/A N/A 2019 N/A N/A N/A 2018 N/A N/A 2019 N/A N/A 2018 N/A N/A 2019 N/A N/A Student’s Initials: Date: Initial only after you have had sufficient time to read and understand the information. License Examination Passage Rates (includes data for the two calendar years prior to reporting) 0000 X/X X/X X/X X/X X/X 2019 N/A N/A N/A N/A N/A Licensure examination passage data is not available from the state agency administering the examination. We are unable to collect data from graduates. Student’s Initials: Date: 2018 N/A N/A N/A N/A N/A N/A N/A 2019 N/A N/A N/A N/A N/A N/A N/A Student’s Initials: Date:

  • Financial Guarantee 30.1 By derogation from article 30 of the General Conditions, no pre-financing guarantee is required.

  • Compliance with certain undertakings At the date of this Agreement, the Borrower is in compliance with Clauses 11.2, 11.4, 11.9 and 11.13.

  • Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEAAffected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEAthe applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEAAffected Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEAthe applicable Resolution Authority.

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