Further Undertakings Clause Samples
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Further Undertakings. To the extent the Management Stockholder shall at any time be entitled to vote with respect to the Common Stock owned by it, the Management Stockholder shall undertake to vote or, as the case may be, to be voted, its Common Stock (i) on the occasion of any general meeting of the shareholders of the Company held (by way of a meeting or passed by written resolutions) for the purpose of approving the issuance, purchase (and authorization of the Board to purchase, as the case may be), and/or redemption by the Company of Common Stock, if and to the extent such an issuance, purchase, and/or redemption is made in accordance with, or for the purpose of, this Agreement, (ii) in general in favor of any resolutions of the shareholders of the Company proposed at any general meeting of the shareholders of the Company which may be necessary to give effect to the provisions or intents of this Agreement, waiving any convening notice to any such general meeting of shareholders, and (iii) in the event of any ambiguity or conflict arising between the terms of this Agreement and those of the Articles of Association, vote in favor of any resolutions proposed at any general meeting of the shareholders of the Company held for the purpose of amending the Articles of Association to eliminate any such ambiguity or conflict.
Further Undertakings. (a) The Collateral Giver shall not be entitled to serve any notification on CBL on the basis of Article 18.1 (ii) and/or Article 24.1 of the Collateral Management Service Agreements for Collateral Givers, with respect to, or affecting the functioning of, a CmaX ISA Direct Luxembourg Pledged Securities Account, as long as:
(i) all outstanding Relevant Secured Liabilities connected with that CmaX ISA Direct Luxembourg Pledged Securities Account have not been satisfied in full; and
(ii) the release of the Pledge over the Relevant Pledged Assets to the CmaX ISA Direct Luxembourg Pledged Securities Account has not been irrevocably granted by the Pledgee to the Pledgor in full.
(b) The Collateral Giver shall not be entitled to serve any notification on CBL on the basis of Article 24.3 of the Collateral Management Service Agreements as long as:
(i) all outstanding Relevant Secured Liabilities connected with all CmaX ISA Direct Luxembourg Pledged Securities Accounts (as well as all other outstanding secured liabilities of the Pledgor vis-à-vis the Pledgee involving accounts maintained with, or managed by, CBL under the terms of the Collateral Management Service Agreements) have not been satisfied in full; and
(ii) the release of all pledges in favour of the Pledgee over the Relevant Pledged Assets to all CmaX ISA Direct Luxembourg Pledged Securities Accounts and any other pledges involving accounts maintained with, or managed by, CBL under the terms of the Collateral Management Service Agreements has not been irrevocably granted by the Pledgee to the Pledgor in full.
(c) If the Third-Party Pledge Holder is not the Collateral Giver, it acknowledges and accepts that:
(i) it shall not be entitled to serve any notification on CBL to close a CmaX ISA Direct Luxembourg Pledged Securities Account, as long as: (a) all outstanding Relevant Secured Liabilities connected with that CmaX ISA Direct Luxembourg Pledged Securities Account have not been satisfied in full, and (b) the release of all pledges over the Relevant Pledged Assets to that CmaX ISA Direct Luxembourg Pledged Securities Account has not been irrevocably granted by the Pledgee to the Pledgor in full; and
(ii) it shall not be entitled to serve any notification on CBL to terminate their business relationship as long as: (a) all outstanding Relevant Secured Liabilities connected with all CmaX ISA Direct Luxembourg Pledged Securities Accounts have not been satisfied in full, and (b) the release of all pledges in fa...
Further Undertakings. The Company undertakes to the Joint Sponsors, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong Underwriters that it shall:
Further Undertakings. The Parties agree to promptly execute the documents which are reasonably required or positive for the purpose of implement of this Agreement, and to take further actions which are reasonably required or positive for the purpose of implement of this Agreement.
Further Undertakings. The Company undertakes to each of the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Co-lead Manager, the CMIs and the other Hong Kong Underwriters that, and each of the other Warrantors undertakes to procure that: the Company will comply in all material respects with the terms and conditions of the Hong Kong Public Offering and, in particular, without limitation:
(a) to comply with all applicable Laws in effect from time to time, in particular, to comply with the obligations imposed upon it by the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance and the Listing Rules in respect of or by reason of the making of the Global Offering including, but without limitation, the making of all necessary filings and obtaining all necessary Approvals with the Registrar of Companies in Hong Kong, the Stock Exchange and the SFC and any other relevant Governmental Authority and the making available of documents on display in the manner referred to in Appendix V to the Prospectus “Documents Delivered to the Registrar of Companies and Available on Display” during the period specified in that paragraph;
(b) to comply in all material aspects with the terms and conditions of the Global Offering and, in particular, to allot and issue the Hong Kong Offer Shares to successful applicants under the Hong Kong Public Offering and, if any of the Hong Kong Offer Shares falls to be taken up pursuant to Clauses 3.4.6 and 3.4.7, to the applicants under Clause 3.4.6(i) or, as the case may be, as the Overall Coordinators directs; and
(c) as soon as practicable following announcement of the basis of allocation of the Hong Kong Offer Shares and in any event no later than 5:00 p.m. on December 4, 2023 (the date specified in the Prospectus for the despatch of the share certificates), to cause definitive share certificates representing the Hong Kong Offer Shares to be posted or made available for collection in accordance with the terms of the Hong Kong Public Offering to successful applicants or, as the case may be, procure that the share certificates for Hong Kong Offer Shares in respect of which successful applicants have elected for delivery into CCASS shall be duly delivered to the depositary for HKSCC for credit to the stock account of such CCASS participant(s) as may be specified for such purpose by or on behalf of the relevant applicant; the Company will use its best endeavo...
Further Undertakings. The Executive hereby undertakes to the Company that he will not at any time:
(a) during the Employment or after the Termination Date engage in any trade or business or be associated with any person engaged in any trade or business using any trading names used by the Company or any Group Company including the name(s) or incorporating the word(s) “LivaNova”, “Cyberonics” or “Sorin”;
Further Undertakings. For the purpose of implementing the terms and conditions of this Agreement, and at the time when it signs this Agreement, each Pledgor in Party B shall agree to sign the Agreement on the Transfer of Capital Contribution in Appendix I hereto and Resolution of Shareholders Meeting in Appendix II hereto, and hereby irrevocably authorizes Party A to use the aforesaid documents for the purpose of implementing this Agreement. The parties hereto further agree to promptly sign such other documents as are reasonably necessary or expedient for the purposes of performing this Agreement and fulfilling the purposes of this Agreement, and take further actions which are reasonably necessary or expedient for the purpose of performing this Agreement and fulfilling the purpose of this Agreement.
Further Undertakings. 32.1 The Customer hereby agree to the following Further Undertakings as follows:
(a) That the Customer shall not engage in any criminal activity nor assist, aid, hide or divert the funds from any criminal activity whatsoever;
(b) the Customer shall not engage or assist and/or facilitate any terrorist activity or give any aid to any terrorist group or person whosoever and whatsoever; and
(c) The Customer shall ensure compliance with, among other things, anti- corruption, anti-money laundering and anti-terrorism laws and best practices and it shall set up internal structures to track, prevent and detect such violations including breaches of all such laws, regulations and conventions.
Further Undertakings. 9.1 The Seller undertakes (at its own cost and expense), upon the request of the other, at any time after the date of this Agreement to do or procure to be done all acts and things and/or execute or procure the execution of all documents reasonably required of it by which may be necessary to implement the provisions of this Agreement.
9.2 The Purchaser acknowledges that the Businesses are currently (partly) covered by a group insurance policy of MSX International Inc. and that it has to make its own arrangements for appropriate insurance coverage for the period following the Effective Time.
9.3 At all times the Purchaser shall (at its own cost and expense) provide or procure to be provided to the Seller and its representatives, agents and advisers all such information (including, without limitation, the books, accounts, records and returns of the Purchaser) relating to the Businesses (including the Business Assets) in respect of the period until the Effective Time as the Purchaser may have in its possession or under its control as the Seller or its representatives, agents or advisers may from time to time reasonably require and, for this purpose (subject to reasonable notice), shall give the Seller and its representatives, agents and advisers all reasonable access to, and permit them to copy, all such information.
9.4 At all times the Seller shall (at its own cost and expense) provide or procure to be provided to the Purchaser and its representatives, agents and advisers all such information (including, without limitation, the books, accounts, records and returns of the Seller) relating to the Businesses (including the Business Assets) as the Seller may have in its possession or under its control as the Purchaser or its representatives, agents or advisers may from time to time reasonably require and, for this purpose (subject to reasonable notice), shall give the Purchaser and its representatives, agents and advisers all reasonable access to, and permit them to copy, all such information.
9.5 The Seller shall promptly upon receipt:
9.5.1 pass to the Purchaser all notices, correspondence or enquiries relating to the Businesses (including the Business Assets); and/or
9.5.2 pass or pay to the Purchaser all monies and other items belonging to the Purchaser which the Seller receives after Closing; and/or
9.5.3 assign to the Purchaser all orders relating to the Businesses which the Seller may receive after Closing.
9.6 The Seller undertakes to the Purchaser to c...
Further Undertakings. The Executive hereby undertakes to the Company that he will not at any time:
(a) during the Employment or after the Termination Date engage in any trade or business or be associated with any person engaged in any trade or business using any trading names used by the Company or any Group Company including the name(s) or incorporating the word(s) "LivaNova", "Cyberonics" or "Sorin";
(b) after the Termination Date make any public statement in relation to the Company or any Group Company or any of their officers or employees without the consent of the Board; or
(c) after the Termination Date represent or otherwise indicate any association or connection with the Company or any Group Company or for the purpose of carrying on or retaining any business represent or otherwise indicate any past association with the Company or any Group Company.