General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that:
(1) The Company will at all times, so long as any Warrants remain outstanding, maintain its existence, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company.
(2) The Company is duly authorized to create and issue the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certified, as applicable, will be legal, valid, binding and enforceable obligations of the Company.
(3) The Company will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company).
(4) For so long as the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.
(5) Subject to section 3.13, the Company will allot and reserve and keep available a sufficient number of Warrant Shares for issuance upon the exercise of Warrants issued by the Company.
(6) The Company will cause the Warrant Shares from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly...
General Covenants of the Company. (a) The Company shall use commercially reasonable efforts to cause the Minimum Investment Requirement to be achieved, and to cause the Project to be completed, during the Investment Period. The Company agrees that the Project shall at all times be operated in a manner which complies with the Affordable Housing Requirements. None of the Workforce/Affordable Housing Units shall be or be rented as Short Term Housing Units at any time.
(b) The Company agrees to pay or reimburse the County for all Administration Expenses of the County related to this Agreement, when and as they shall become due, but in no event later than the date which is the earlier of any payment date expressly provided for in this Agreement or the date which is forty- five (45) days after receiving written notice from the County, accompanied by such supporting documentation as may be necessary to evidence the County’s right to receive such payment, specifying the nature of the expense and requesting payment of the same. In the event that the Company fails to timely pay or reimburse Administration Expenses in accordance with this subsection, the County may reduce the Special Source Credits provided hereunder to offset such unpaid Administration Expenses.
(c) The Company agrees to maintain and make available to the County at reasonable times and with reasonable notice such books and records with respect to the Project as shall permit verification of the Company’s compliance with the Affordable Housing Requirements and the certifications submitted to the County pursuant to Section 3.02(d) hereof. Without limiting the generality of the foregoing, the Company shall for each Workforce/Affordable Housing Unit obtain and complete annually with the tenant the Income Certification in the form attached as Exhibit B attached hereto, with such modifications as the County Administrator may deem appropriate. The Company, may, by clear, written designation, conspicuously marked, designate with respect to any book and records delivered or made available to the County segments thereof that the Company believes contain proprietary, confidential or trade secret matters. The County shall comply with all reasonable written requests made by the Company with respect to maintaining the confidentiality of such designated segments. Except to the extent required by law, the County shall not release information which has been designated as confidential or proprietary by the Company.
(d) The Company covenants and agrees...
General Covenants of the Company. The Company represents, warrants and covenants with the Trustee for the benefit of the Trustee and the Warrantholders that:
(a) it will at all times maintain its existence, carry on and conduct its business in a proper, efficient and business-like manner and in accordance with good business practice, keep or cause to be kept proper books of account in accordance with generally accepted accounting practice, and, if and whenever required in writing by the Trustee, file with the Trustee copies of all annual statements of the Company furnished to its shareholders during the term of this Indenture;
(b) it is duly authorized to create and issue the Warrants to be issued under this Indenture and the Series A Warrant Certificates, the Series B Warrant Certificates and the Series C Warrant Certificates when issued and certified as provided in this Indenture will be legal, valid and binding obligations of the Company;
(c) subject to the provisions of this Indenture, it will cause the Warrant Shares from time to time subscribed for and purchased pursuant to the exercise of Warrants, and the certificates representing such Warrant Shares, to be duly and validly issued;
(d) at all times while any Warrants are outstanding it will reserve and there will remain unissued out of its authorized capital a number of Common Shares sufficient to enable the Company to meet its obligation to issue Warrant Shares on the exercise of Warrants outstanding under this Indenture from time to time;
(e) upon the exercise by the holder of any Warrants of the right of purchase provided for therein and in this Indenture and, upon payment of the Subscription Price applicable thereto for each Warrant Share in respect of which the right of purchase is so exercised, all Warrant Shares issuable upon the exercise will be duly and validly issued as fully paid and non-assessable;
(f) the Company will use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchange for a period of at least 12 months from the date hereof;
(g) the Company will use its commercially reasonable efforts to maintain its status as a reporting issuer” pursuant to and not in default of each of the B.C. Act, the Alberta Act and the Ontario Act for a period of 12 months from the date hereof;
(h) the Company will use its commercially reasonable efforts to keep the registration statement filed under the United States Securities Act of 1933 on Form SB-2, effective for 12 months from the date hereof...
General Covenants of the Company. Without limiting any other covenants and provisions hereof, the Company covenants and agrees that, as long as any of the Debenture is outstanding, it will perform and observe the following covenants and provisions and will cause each Subsidiary to perform and observe such of the following covenants and provisions as are applicable to such Subsidiary:
General Covenants of the Company. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company’s best efforts to cause the nomination and appointment of the UAC Directors as provided in this Agreement.
General Covenants of the Company. The Company will well and truly perform and carry out all of the actions or things to be done by it as provided in this Indenture. The Company hereby covenants and agrees that:
General Covenants of the Company. The Company covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that so long as any Warrants remain outstanding:
(1) The Company will at all times maintain its existence and will carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice, and will keep or cause to be kept proper books of account in accordance with applicable law.
(2) The Company will use its commercially reasonable best efforts to maintain the listing of the Common Shares on the TSXV (or such other exchange as may be agreed upon by the Company and Agents) and to have the Common Shares issued pursuant to the exercise of the Warrants listed and posted for trading on the TSXV (or such other exchange as may be agreed upon by the Company and Agents) as expeditiously as possible.
(3) The Company will reserve and keep available a sufficient number of Subject Securities for issuance upon the exercise of Warrants issued by the Company.
(4) The Company will cause the Subject Securities from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(5) The Company will cause the certificates representing the Subject Securities from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(6) All Subject Securities that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable.
(7) The Company will perform and carry out all of the acts or things to be done by it as provided in this Indenture.
(8) The Company will use its best efforts to maintain its status as a “reporting issuer” not in default of the requirements of each of the provinces of Canada, other than Québec, until the Time of Expiry.
(9) The Company will promptly advise the Warrant Agent and the Warrantholders in writing of any default under the terms of this Indenture.
General Covenants of the Company. (a) The Company covenants and agrees that so long as at least 1,000 shares of Convertible Preferred Stock are outstanding, the Company shall file with the Commission the annual reports and quarterly reports and the information, documents and other reports that are required to be filed with the Commission pursuant to Sections 13 and 15 of the Exchange Act, whether or not the Company has or is required to have a class of securities registered under the Exchange Act and whether or not the Company is then subject to the reporting requirements of the Exchange Act, at the time the Company is or would be required to file the same with the Commission and, promptly after the Company is or would be required to file such reports, information or documents with the Commission, to mail copies of such reports, information and documents to the holders of the Convertible Preferred Stock and the Conversion Shares.
General Covenants of the Company. The Company covenants and agrees that so long as any Notes or Warrants to purchase at least 75,000 shares of Common Stock (subject to appropriate adjustment in the event of any stock split, stock dividend, recapitalization, reclassification or other capital reorganization) shall remain outstanding:
General Covenants of the Company. The Company covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that so long as any Warrants remain outstanding and may be exercised for Common Shares:
(a) The Company will at all times maintain its existence and will carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice, and will keep or cause to be kept proper books of account in accordance with applicable law.
(b) The Company will use its commercially reasonable best efforts to maintain its status as a "reporting issuer" (or the equivalent thereof) not in default of the requirements of the applicable Securities Laws in each of the provinces of Canada where it is currently a reporting issuer, so long as any Warrants remain outstanding, provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Company.
(c) The Company will reserve and keep available a sufficient number of Common Shares for issuance upon the exercise of Warrants issued by the Company, and all Common Shares shall, when issued as provided herein, be duly and validly issued and outstanding in accordance with all applicable laws.
(d) The Company will cause the Subject Securities from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(e) The Company will cause the certificates representing the Subject Securities from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(f) All Subject Securities that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable.
(g) The Company will perform and carry out all of the acts or things to be done by it as provided in this Indenture.
(h) The Company will promptly advise the Warrant Agent and the Warrantholders in writing of any default under the terms of this Indenture.
