Gazit Clause Samples

Gazit. Globe undertakes that it shall not (in respect of any shares held by it in Gazit America) be a party to, nor shall any of the Gazit America Pledged Shares be bound by, subject to, restricted or limited by or otherwise bound by any options, proxies, voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights.

Gazit. Globe’s Net Financial Indebtedness was, as of the Computation Date, USD ; and

Gazit. Globe shall procure that no Approved Special Purpose Vehicle that is an Approved Maple Ficus Transferee shall own any assets (including, without limitation, any shares or securities of any person) other than shares or securities in a Maple Ficus Guarantor that have been duly pledged by such Approved Maple Ficus Transferee under a pledge agreement to which it is party and the holding of which complies with clause 15.13.9 above or clause 15.18.4 below, as applicable.

Gazit. Globe shall procure that Gazit America shall at all times permit and pay any and all rents payable and periodical payments owing to any of its prior secured creditors (if any) and any and all Canadian statutory priority claims including, without limitation, goods and services provincial retail sales tax, ▇▇▇▇▇▇▇ compensation remittances, employee source deductions payable to the Canada Revenue Agency (including, without limitation, income tax pension plan contributions and employment insurance premiums) before they are overdue.

Gazit. Globe shall procure that none of the Guarantor Shareholders (in respect of any shares in the Company or MGN America or in respect of the EOI Pledged Shares held by the Company or MGN America) nor any shares or other securities in the Company or MGN America shall be bound by, subject to, restricted or limited by, or otherwise affected by any options, proxies, voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights or similar such rights (other than, for the avoidance of doubt, with respect only to EOI Pledged Shares held by the Company and MGN America, procuring that the Company and MGN America shall comply with such of the Guarantor Shareholders’ obligations under a Voting Agreement or Approved Voting Agreement to which they are party with respect to the EOI Pledged Shares held by the Company and MGN America).

Gazit. Globe shall vote in the EGM in favour of the proposals set out in Section 1 above. This undertaking shall not be subject to the completion of the Directed Issue.

Gazit. Globe shall provide to CPPIB European Holdings in writing the Tag-Along Terms of each transfer to which the Tag-Along Right applies (including but not limited to the price per share and the number of shares for each relevant transfer), and any other information needed for the exercise of the Tag-Along Right, at least ten (10) business days in advance of the Offer Period (the “Transaction Notice”). CPPIB European Holdings may exercise the Tag-Along Right by sending, during the Offer Period, a written notice to Gazit-Globe (the “Tag-Along Notice”) that specifies the number of the Tag-Along Shares to be transferred and the Tag-Along Terms applicable to such transfers. The execution of any transactions pursuant to the Tag-Along Right shall be made at the end of the Offer Period. Notwithstanding the foregoing, CPPIB European Holdings’s Tag-Along Right shall not apply to (i) any transfers of Citycon Shares between Gazit-Globe and any of its Private Affiliates and (ii) any transfer of Citycon Shares pledged by Gazit-Globe as a security for a loan or loans due to such loans having been foreclosed by the lender, provided however that any such loan(s) shall have been obtained and such pledge(s) undertaken in good faith and on arm’s length terms in the ordinary course of business from a regulated bank or other financial institution that is subject to the supervision of a governmental financial authority.

Gazit. Globe shall procure that: (a) no amendment or variation shall be made to any Discount Loan Document or the Discount Pledge that is adverse to the interests of the Bank without the prior written approval of the Bank and, in this regard, without limiting the generality of the foregoing, any such amendment or variation: (i) that increases the commitment, liabilities, credit line or the such like of Discount thereunder; (ii) that would increase Silver Maple’s Indebtedness thereunder in excess of USD 9,000,000; or (iii) that results in any Encumbrance being created over any EOI Common Shares or other assets of Silver Maple (other than the Encumbrances created over the Discount EOI Pledged Shares, as at the date hereof or any stock dividends relating thereto), shall be deemed to be an amendment adverse to the interests of the Bank; (b) Silver Maple shall unconditionally and irrevocably discharge and repay in full all Indebtedness to Discount on the Discount Maturity Date; (c) upon the Discount Maturity Date, all those EOI Common Shares that had been pledged under the Discount Pledge shall be delivered, in certificated form, free and clear of any Encumbrances (other than Permitted Encumbrances) to the Collateral Agent with the original stock certificates representing such EOI Common Shares together with undated stock powers, irrevocable instructions, duly acknowledged by EOI, and irrevocable proxies in the same form, mutatis mutandis, that had been delivered pursuant to clauses 7.1.3 and 7.3 above, such that all the EOI Common Shares that had been pledged as aforesaid shall, on the Discount Maturity Date, be EOI Pledged Shares and form part of the Collateral under a first priority perfected security interest in favor of the Collateral Agent for the benefit of the Bank and BLL to secure the Secured Obligations; and (d) upon the Discount Maturity Date, Gazit-Globe shall deliver to the Collateral Agent such releases and such other documents as the Collateral Agent may reasonably request evidencing the release of the Discount EOI Pledged Shares from all Encumbrances created or purported to be created under the Discount Pledge.