Investor Obligations. At the Closing, the Investor shall deliver or promptly cause to be delivered to the Company (i) the Existing Note, and (ii) an executed copy of this Agreement.
Investor Obligations. (a) Notwithstanding anything to the contrary herein (but in all cases subject, for the avoidance of doubt, to the satisfaction of the conditions precedent set forth in Section 2), Investor hereby absolutely, irrevocably and unconditionally guarantees to Parent, Merger Sub and the Company the due and punctual performance and discharge of all of the payment obligations of Parent and Merger Sub under the Merger Agreement (collectively, the “Guaranteed Obligations”); provided, that in no event shall the aggregate liability of Investor hereunder exceed the Willful Breach Cap Amount (or, in the case of a termination pursuant to Section 8.1(c) of the Merger Agreement, exceed an amount equal to the Parent Termination Fee). If Parent or Merger Sub fails to discharge any portion of the Guaranteed Obligations when due, upon the Company’s demand, Investor’s liability to Parent, Merger Sub and the Company hereunder in respect of such portion of the Guaranteed Obligations shall become immediately due and payable, and the Company may at any time and from time to time, at the Company’s option, and so long as Parent and Merger Sub have failed to discharge the Guaranteed Obligations, take any and all actions available hereunder to collect Investor’s liabilities hereunder in respect of such Guaranteed Obligations. In furtherance of the foregoing, Investor acknowledges that the Company may, in its sole discretion, bring and prosecute a separate action or actions against Investor for the unsatisfied Guaranteed Obligations, regardless of whether any such action is brought against Parent or Merger Sub or whether Parent or Merger Sub is joined in any such action or actions. For the avoidance of doubt, Investor may satisfy any or all of the Guaranteed Obligations with a direct payment to the Company and in no event will Investor have any obligation to contribute such amount to the capital of Parent or Merger Sub, and such direct payment will be considered as satisfaction (to the extent of such payment) of Parent’s and Merger Sub’s obligations under the applicable provision of the Merger Agreement and of Investor’s obligations under this Section 5. The guarantee of payment obligations of Investor under this Section 5 shall be referred to as the “Guarantee”.
Investor Obligations. The Investor will (a) provide, upon request, prompt written notice to the General Partner, and in any event within 30 days of such request, of any change in the Investor’s U.S. tax or withholding status, and (b) execute properly and provide to the General Parner, within 30 days of written request by the General Partner (or any other Sponsoring Party), any other tax documentation or information that may be reasonably required by the General Partner (or another Sponsoring Party) in connection with the operation of the Funds or Platform to comply with applicable laws and regulations (including, but not limited to, the name, address and taxpayer identification number of any “substantial U.S. owner” (as defined in the Code) of the Investor or any other document or information requested by the General Partner (or another Sponsoring Party) in connection with the Funds complying with FATCA and/or any IGA or as required to reduce or eliminate any withholding tax directly or indirectly imposed on or collected by or with respect to the Funds), and (c) execute and properly provide to the General Partner, within 30 days of written request by the General Partner (or another Sponsoring Party), any tax documentation or information that may be requested by the General Partner (or any Sponsoring Party).
Investor Obligations. 16.1. Investor confirms that:
Investor Obligations. Upon receipt of the Company Required Items and subject to the satisfaction by the Company, or waiver by the Investor, of the conditions to the Investor's obligation to purchase Put Shares set forth in Section 6.1, on each Closing Date the Investor shall deliver (or cause to be delivered) to the Company, the Investment Amount for the Put Shares to be issued and sold at such Closing, less any cash fee to which the Investor pursuant to Section 2.5(c) hereof, or Lindon Law Corporation pursuant to Section 2.5(a) hereof, is entitled with respect to such Closing, no later than the close of business on the Closing Date.
Investor Obligations. (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor.
Investor Obligations. In the event Registrable Securities are being included in a Registration, the Investor agrees, as a condition to the Registration obligations with respect to the Investor provided herein, to:
Investor Obligations. The Company may require each selling Investor to furnish information reasonably required by the Company to prepare a Registration Statement and any amendment thereto, including, without limitation, a certified statement as to the number of shares of Common Stock beneficially owned by such Investor, information regarding the manner and entities which hold Common Stock, and the natural persons thereof that have voting and dispositive control over the shares.
Investor Obligations. The Company shall obtain all consents, approvals and authorizations of, and shall make all registrations, declarations and filings with, any Governmental Authority which are required on the part of the Company in connection with its issuance of Investor Obligations. The Company shall at all times remain authorized and eligible to issue Investor Obligations.
Investor Obligations. You will not buy any security through your cash account unless there are, or by settlement day there will be sufficient funds in your account to make full cash payment, and you do not contemplate selling such security before making such payment. You will not sell any security through your cash account unless you own the security and it is either on deposit with us or by settlement day you will deliver such security to us in good delivery form. If you fail timely to deliver securities sold in good delivery form or timely to deposit the total purchase price we may, in our sole discretion, take such steps as we deem appropriate either to consummate or to liquidate the transaction and you shall pay to us, upon demand, all costs and losses incurred by us, plus interest thereon as set forth in our Disclosure of Credit Terms on Transactions. We shall have a security interest, lien upon, right of offset as to, and you herewith pledge to us, as security for your obligations hereunder all monies, securities and other property now or hereafter held, carried or maintained by Royal Alliance in any or for any of your accounts, now or hereafter opened, including any account in which you may have an interest. At any time upon the demand of Royal Alliance, you shall discharge your liabilities to us, or in the event of closing of any of the accounts by Royal Alliance, or you, in whole or in part, you shall pay us the deficiency, if any therein, and no oral agreement or instructions to the contrary shall be recognized or be enforceable in the event of a conflict between these terms and those of the Margin Agreement. You shall pay the reasonable costs of collection of any monies owed or deficiency in your accounts including, but not limited to attorneys’ fees and costs.
