General Covenants of the Corporation. (a) So long as any Subscription Receipts remain outstanding the Corporation covenants as follows:
(i) it will reserve and conditionally allot and keep available sufficient unissued Underlying Shares and Warrant Shares to enable it to satisfy its obligations pursuant to the Subscription Receipts and Warrants;
(ii) it will cause the Underlying Shares and Warrants to be issued pursuant to the conversion of the Subscription Receipts and the certificates representing such Underlying Shares and Warrants to be issued in accordance with the provisions of this Agreement and the Warrant Certificate and all Underlying Shares will be fully paid and non-assessable Common Shares and all Warrants that are issued pursuant to the Subscription Receipts will be duly and validly created in accordance with the terms of the Warrant Certificate;
(iii) it will perform and carry out all of the acts or things to be done by it as provided in this Agreement; and
(iv) it will make all requisite filings, including filings with appropriate securities commissions and stock exchanges, in connection with the issue of the Units pursuant to the conversion of the Subscription Receipts;
(b) In addition, the Corporation covenants with the Subscription Receipt Agent and the Investor that for so long as any Subscription Receipts remain outstanding, it will not do any of the following without the consent of the Investor and then only in accordance with the approval of and in compliance with the rules of the TSX and the NYSE:
(i) (A) subdivide or redivide the outstanding Common Shares into a greater number of Common Shares; (B) reduce or combine the outstanding Common Shares into a lesser number of Common Shares; or (C) reclassify the outstanding Common Shares, change the Common Shares into other shares or otherwise reorganize the shares of the Corporation;
(ii) issue or distribute to all or substantially all of the holders of Common Shares: (A) shares of any class, rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares; (B) evidence of the Corporation's indebtedness; or (C) any property or other assets;
(iii) undertake (A) any reorganization of the Corporation or any consolidation, amalgamation, arrangement, merger or other form of business combination of the Corporation with or into any other Person or other entity other than a direct or indirect wholly-owned subsidiary of the Corporation; or (B) any sale, lease, exchange or transfer ...
General Covenants of the Corporation. The Corporation covenants with the Subscription Receipt Agent and the Subscription Receiptholders, that so long as any Subscription Receipts remain outstanding:
General Covenants of the Corporation. (a) The Corporation covenants and agrees that it is duly authorized to enter into and perform its obligations under its Agreement.
(b) The Corporation will cause the Shares issuable upon conversion of the Loan and the certificates representing the Shares to be duly issued. At all times until the Expiry Time, the Corporation shall reserve and there shall remain unissued out of its authorized capital a number of Shares sufficient to satisfy the conversion of the Loan. All Shares issued upon the due conversion of the Loan shall be fully paid and non-assessable.
(c) The Corporation will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as may be reasonably required for the better accomplishing and effecting of the intentions and provisions of Section 2 of this Agreement.
(d) Subject to the express provisions hereof, the Corporation will carry on and conduct and will cause to be carried on and conducted its business in a proper and efficient manner and will cause to be kept proper books of account in accordance with generally accepted accounting practice; and, subject to the express provisions hereof, it will do or cause to be done, all things necessary to preserve and keep in full force and effect its corporate existence, provided, however, that nothing herein contained shall prevent the amalgamation, consolidation, merger, sale, winding up or liquidation of the Corporation or any subsidiary of the Corporation or the abandonment of any rights and franchises of the Corporation or any subsidiary of the Corporation if, in the opinion of the board of directors of the Corporation or officers of the Corporation, it would be advisable and in the best interests of the Corporation or of such subsidiary of the Corporation to do so.
(e) The Corporation shall take all such steps and actions and do all such things as may reasonably be necessary to maintain the listing and posting for trading on The Toronto Stock Exchange of those Shares currently listed on The Toronto Stock Exchange.
(f) The Corporation will use its reasonable best efforts to ensure that the Shares issuable upon conversion of the Loan will be listed and posted for trading on The Toronto Stock Exchange upon their issue or such other stock exchange or automated quotation system on which the Shares may, from time to time, be listed, posted or quoted for trading. EXHIBIT B-2 FORM OF SECOND DEBENTURE THE SECURITIES REPRESE...
General Covenants of the Corporation.
(a) The Corporation 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 Corporation hereby covenants and agrees that:
General Covenants of the Corporation. The Corporation covenants and agrees that, until Closing or the date on which this Agreement is terminated, and unless otherwise contemplated herein, it shall:
(a) take all requisite action to:
(i) approve this Agreement and the Exchange; and
(ii) approve such actions as the Purchaser may determine to be necessary or desirable for the purposes hereof;
(b) use its reasonable commercial efforts to preserve intact as a going concern its business organization and goodwill, to keep available the services of its officers and employees as a group and to maintain its business relationships;
(c) give its consent (and provide such other reasonable assurances as may be required) and use its best efforts to obtain (including the provision of such reasonable assurances as may be required), consents of all other Persons to the transactions contemplated by this Agreement, as may be required pursuant to any statute, law or ordinance or by any governmental or other regulatory authority having jurisdiction;
(d) upon the Corporation receiving notification or other information from any regulatory authority or body concerning the transactions contemplated hereunder, such information shall be promptly disclosed in writing to the solicitors for the Purchaser;
(e) in consultation with the Purchaser and its counsel, forthwith use its best efforts to obtain all necessary regulatory approvals and to assist in making all submissions, preparing all press releases and circulars and making all notifications required with respect to this transaction and the issuance of shares as contemplated hereunder;
(f) take all steps necessary to make proper disclosure within such time as required by any regulatory authority and any other applicable statutes and laws concerning this Agreement and the transactions contemplated herein;
(g) use all reasonable commercial efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder set forth in Article VI to the extent the same is within its control and take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable laws to complete the Exchange, including using its reasonable commercial efforts to:
(i) obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases and other contracts;
(ii) obtain all necessary consents, approvals and authorizations as are required to...
General Covenants of the Corporation. The Corporation covenants with IMC, Navasota, the Lead Agent, the Subscription Receipt Agent and the Subscription Receiptholders, that so long as any Subscription Receipts remain outstanding:
General Covenants of the Corporation. The Corporation covenants with the Warrant Agent that so long as any Warrants remain outstanding:
a) the Corporation will at all times maintain its corporate existence, will carry on and conduct its business in a proper, efficient and business like manner and in accordance with good business practice;
b) the Corporation will cause certificates representing the Common Shares, if any, from time to time subscribed and paid for pursuant to the exercise of Warrants to be issued and delivered in accordance with the terms hereof;
c) all Common Shares which are issued upon exercise of the right to subscribe for and purchase provided for herein, upon payment of the Exercise Price herein provided for, shall be fully paid and non-assessable shares;
General Covenants of the Corporation. The Corporation covenants with the Subscription Receipt Agent and the Subscription Receiptholders, that so long as any Subscription Receipts remain outstanding:
(1) it will use its commercially reasonable efforts to at all times maintain its corporate existence, carry on and conduct its business in a proper, efficient and business-like manner and keep or cause to be kept proper books of account in accordance with generally accepted accounting principles;
(2) it will well and truly perform and carry out all of the acts or things to be done by it as provided in this Agreement and the Option Agreement and the Share Purchase Agreement, and that it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as may reasonably be required for the better accomplishing and effecting the intentions and provisions of this Agreement, the Option Agreement and the Share Purchase Agreement;
(3) it will promptly advise the Subscription Receipt Agent, the Subscription Receiptholders and the Co-Lead Agent in writing of any default under the terms of this Agreement;
(4) it will use commercially reasonable efforts to meet all listing requirements of the TSXV and complete the TSXV Listing;
(5) it will use commercially reasonable efforts to satisfy the Escrow Release Conditions prior to the Escrow Release Deadline; Any failure to comply with this section will result in the right of the Subscription Receipt Agent, at its sole discretion, to resign as Subscription Receipt Agent effective immediately, and such right to resign is hereby acknowledged by all the parties to this Agreement.
General Covenants of the Corporation. The Corporation covenants with Austpro, the Subscription Receipt Agent, the Lead Agent on behalf of the Agents and the Subscription Receiptholders, that so long as any Subscription Receipts remain outstanding:
General Covenants of the Corporation
