HOLDERS' UNDERTAKINGS Clause Samples
The "Holders' Undertakings" clause sets out specific obligations and commitments that holders of securities or interests in a company must adhere to. Typically, this clause outlines actions holders are required or prohibited from taking, such as restrictions on transferring shares, obligations to vote in a certain way, or requirements to provide information to the company. By clearly defining these responsibilities, the clause ensures that all holders act in accordance with agreed terms, thereby maintaining order and protecting the interests of the company and other stakeholders.
HOLDERS' UNDERTAKINGS. Each Holder hereby undertakes and covenants to and in favour of the Grantor: not to create or permit to subsist any mortgage, charge, assignation by way of security or other interest, agreement or arrangement having the effect of conferring security on the whole or any part of the Warrants; not to make any disposition of all or any portion of the D Preference Shares in the United States or to a United States person unless and until: there is then in effect a registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement and all applicable state securities laws; or
HOLDERS' UNDERTAKINGS. 12.1. Each Holder hereby undertakes and covenants to and in favour of the Grantor:
12.1.1. not to create or permit to subsist any mortgage, charge, assignation by way of security or other interest, agreement or arrangement having the effect of conferring security on the whole or any part of the Warrants; and
12.1.2. not to make any transfer or disposition of any Warrant or all or any portion of the "D" Preference Shares in the United States or to a United States person unless and until:
12.1.2.1. there is then in effect a registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement and all applicable federal and state securities laws; or
12.1.2.2. such Holder shall have notified the Grantor of the proposed disposition and shall have furnished the Grantor with (a) a statement of the circumstances surrounding the proposed disposition, (b) an opinion of counsel (which counsel shall be external to the Holder) addressed to the Grantor and in a form reasonably acceptable to the Grantor, that such disposition will not require registration of such securities under the 1933 Act and that all requisite action has been taken under any applicable securities laws in connection with such disposition; and (c) an undertaking that any requisite action required in the future under any applicable securities laws will be taken in a timely manner.
HOLDERS' UNDERTAKINGS. The Holder hereby undertakes as follows:
6.1. To maintain communication with the Management Company in connection with matters relating to the management and/or performance of Services in the Project hereunder, and to participate in the expenses entailed in the management and performance of the Services, on the basis of an index that shall be determined by the Management Company under this Agreement and approved by its accountant (hereinafter: the “Maintenance”), all as stated in the provisions of this Agreement.
6.2. To refrain from carrying out, personally or by means of others, any activity and/or treatment and/or service that has been granted to the Management Company under this Agreement. This is unless the Management Company has given its written consent prior to carrying out the activity or treatment and/or should the Management Company fail to fulfill its obligations under this Agreement even after the Holder has provided written warning to the Management Company and the Landlords a reasonable time (based on the particular circumstances) in advance.
6.3. The Holder or anyone acting on its behalf shall cooperate with the Management Company and shall provide it assistance on any occasion in which said cooperation or assistance is required in order to enable the sound and orderly management and/or performance of the Services.
6.4. To personally adhere to the instructions and/or regulations issued by the Management Company in Section 4 above, and all of the instructions applying to all of the users of the Building’s parking lot, a description of which is attached as Appendix 2 to the Lease Agreement and the Management Agreement. The Holder will further ensure that all of the parties sharing the use of the Unit, as well as any visitor to the Building or Project on its behalf, adhere to these instructions.
6.5. To permit the Management Company and anyone on its behalf, after providing written notice, if possible (with the exception of emergency situations), to enter the Unit in order to perform work relating to the management and performance of Services. This is regardless of whether this work is performed in connection with the Holder’s Unit and/or in connection with another unit in the Building and/or for the purpose of performing repairs to the Joint Areas. This includes opening walls, flooring, ceilings and other parts of the Building, and replacing or repairing plumbing and other systems and facilities, and to perform any work that the Management Co...