Implementation Undertakings Sample Clauses

Implementation Undertakings. 8.1 Each of the Sellers, the Purchaser and Gold One undertakes that during the Completion Period it will use its reasonable commercial endeavours and will cooperate in good faith with each of the others to give effect to its respective implementation undertakings (the “Implementation Undertakings”) set out below in this clause 8. 8.2 Each of the Sellers undertakes (except in respect of clause 8.2.8, which Pamodzi alone undertakes) to procure, as soon as is reasonably possible after the Signature Date but in any event by not later than the Completion Date (unless otherwise specified): 8.2.1 that it will vote at a shareholders meeting of the Company in favour of a special shareholders resolution conditional upon the closing of the Transaction with regard to the adoption of a memorandum of incorporation for the Company, in the form to be provided by Purchaser to the Sellers, in order to ensure full compliance of the memorandum of incorporation of the Company with Schedule 10 of the JSE Listings Requirements and any applicable requirements of the ASX Listing Rules or the Corporations Act; 8.2.2 to cause a notice of amendment in respect of the memorandum of incorporation referred to in clause 8.2.1 above to be filed in terms of the Companies Act on the Completion Date; 8.2.3 that it will not, whether directly or indirectly: 8.2.3.1 solicit, initiate, encourage, engage in or respond to any expression of interest, inquiry, proposal or offer by or from any non-party to this Agreement (an “Acquiring Person“) regarding any Acquisition Proposal; 8.2.3.2 encourage or participate in any discussions or negotiations with an Acquiring Person regarding any Acquisition Proposal; 8.2.3.3 agree to, approve or recommend an Acquisition Proposal; or 8.2.3.4 enter into any agreement related to an Acquisition Proposal; 8.2.4 that the Standard Bank Facility will be used to fund the reasonable working capital requirements of the Company during the Completion Period; 8.2.5 that the Company will implement the Rand Uranium Operating Strategy in accordance with its terms; provided that such terms may be amended by the Company with the written consent of the Purchaser; 8.2.6 that the Company will pay any long term incentive scheme benefits under the Company’s Management Long Term Incentive Plan that the Company’s employees may be entitled to as a consequence of this Agreement and the Sellers indemnify the Purchaser, in the Payment Ratio applicable to each Seller, regarding any and all cl...
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Related to Implementation Undertakings

  • INFORMATION UNDERTAKINGS The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • Implementation Arrangements Institutional Arrangements

  • Implementation of the Agreement Regulations of this Agreement relating to investments who investors of one Contracting Party realized before or after the entry into force of this Agreement, with what shall apply from the moment of its entry into force, provided that such investments conducted in accordance with the laws of that Party Contracting.

  • Implementation of Agreement Each Party must promptly execute all documents and do all such acts and things as is necessary or desirable to implement and give full effect to the provisions of this Agreement.

  • Implementation and Review The Parties shall consult annually, or as otherwise agreed, to review the implementation of this Chapter and consider other matters of mutual interest affecting trade in services. (10) 10 Such consultations will be addressed under Article 170 (Free Trade Commission) of Chapter 14 (Administration of the Agreement).

  • Financial Undertakings The Borrower will not enter into or remain liable upon, nor will it permit any Subsidiary to enter into or remain liable upon, any Financial Undertaking, except to the extent required to protect the Borrower and its Subsidiaries against increases in interest payable by them under variable interest Indebtedness.

  • Compliance with certain undertakings At the date of this Agreement, the Borrower is in compliance with Clauses 11.2, 11.4, 11.9 and 11.13.

  • COMPLIANCE UNDERTAKINGS 6.1. The Fund undertakes to comply with Subchapter M and Section 817(h) of the Code, and all regulations issued thereunder. 6.2. The Company shall amend the Contracts Registration Statements under the 1933 Act and the Account's Registration Statement under the 1940 Act from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company shall register and qualify the Contracts for sale to the extent required by applicable securities laws of the various states. 6.3. The Fund shall amend the Fund Registration Statement under the 1933 Act and the 1940 Act from time to time as required in order to effect for so long as Fund shares are sold the continuous offering of Fund shares as described in the then currently effective Fund Prospectus. The Fund shall register and qualify Fund shares for sale to the extent required by applicable securities laws of the various states. 6.4. The Company shall be responsible for assuring that any prospectus offering a Contract that is a life insurance contract where it is reasonably possible that such Contract would be deemed a "modified endowment contract," as that term is defined in Section 7702A of the Code, will describe the circumstances under which a Contract could be treated as a modified endowment contract (or policy). 6.5. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have a Fund Board of Directors, a majority of whom are not interested persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses. (a) When appropriate in order to inform the Fund of any applicable state-mandated investment restrictions with which the Fund must comply, the Company shall arrange with the Fund to amend Schedule 3, pursuant to the requirements of Article XI. (b) Should the Fund become aware of any restrictions which may be appropriate for inclusion in Schedule 3, the Company shall be informed immediately of the substance of those restrictions.

  • Additional Undertakings Pledgor will not, without the prior written consent of Pledgee: (a) enter into any agreement amending, supplementing or waiving any provision of any Pledged Interests (including any Organizational Documents or regulations to which such Pledged Interests relate) or compromising or releasing or extending the time for payment of any obligation of the maker thereof, provided that the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effect; (b) take or omit to take any action the taking or the omission of which would result in any impairment or alteration of (i) any obligation in respect of any Pledged Interests constituting Collateral or (ii) any other instrument constituting Collateral; (c) cause or permit any change to be made in its name, identity, corporate structure or state of incorporation or formation, or any change to be made to a jurisdiction other than as represented in (i) the location of any Collateral, (ii) the location of any records concerning any Collateral or (iii) in the location of its place of business (or, if it has more than one place of business, its chief executive office), unless Pledgor shall have notified Pledgee of such change at least 5 business days prior to the effective date of such change, and shall have first taken all action, if any, reasonably required by Pledgee for the purpose of further perfecting or protecting the security interest in favor of Pledgee in the Collateral; (d) permit the issuance of (i) any additional stock, membership, partnership or other equity interests or units of any class of additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof), (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof) or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such interests or units; or (e) enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any Pledged Interests, except as contained in the Organizational Documents in effect as of the date hereof, or restrictions on transfers imposed by federal and state securities laws.

  • Nature of Undertakings The undertakings given by you under this letter are given to us and (without implying any fiduciary obligations on our part) are also given for the benefit of the Borrower and each other member of the Group.

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