Irrevocable Undertaking Sample Clauses

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Irrevocable Undertaking. In accordance with and subject to the terms and conditions to be set out in the Announcement, the Covenantor irrevocably and unconditionally undertakes that it shall: (a) accept, or procure to accept, the Share Offer in respect of the IU Shares by 1.00 p.m. on the seventh (7th) business day after the Despatch Date in accordance with the procedure for acceptance set out in the Offer Document, and in the case of the Shares acquired after the Despatch Date, within three business days after such acquisition; (b) not, or procure not to, withdraw any acceptance of the Share Offer in respect of the Relevant Shares or any of them and procure that no rights to withdraw any acceptance in respect of such Shares are exercised; (c) exercise (or procure the exercise of) the voting rights attached to the Relevant Shares on any resolution which would assist the implementation of the Offers in accordance with the Offeror’s instructions; (d) exercise, or procure the exercise of, all voting rights attached to the Relevant Shares, either in person or via a validly appointed proxy, to vote in favour of all resolutions necessary or desirable to approve or otherwise ensure the success of the Offers and related matters proposed at any general meeting of the Company, or at any adjournment of any such meeting and, unless the Offeror directs otherwise, against any resolution or proposal which (i) might prevent or delay implementation of the Offers, or (ii) purports to approve or give effect to a proposal by a Person other than the Offeror, to acquire (or have issued to it) any Shares (whether by way of offer, scheme of arrangement or otherwise) or any material assets of the Company or to privatise or delist the Company, and ensure that any such executed forms of proxy are received by the Company’s registrars not later than the deadline(s) for receipt of proxies by the registrars for such general meeting; and (e) not, or procure not to, revoke or withdraw the terms of any proxy submitted in accordance with Clause 2(d) above or submit any new form of proxy or other voting instructions, either in writing or by attendance at any general meeting of the Company or otherwise.
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Irrevocable Undertaking. In order to induce Beneficiaries to enter into the Note Documents and the Transaction Documents to which each is a party and in recognition of the commitment of Equity Obligor to Beneficiaries to fund, either directly or indirectly and together with the Parent Entities, not less than $25,000,000 to PA ▇▇▇▇▇▇▇, Equity Obligor irrevocably agrees to pay the following obligations when the same shall become due and payable hereunder, whether at stated maturity, by acceleration, demand or otherwise (including amounts that would become due and payable but for the operation of the automatic stay under Section 362(a) of Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor statute (the “Bankruptcy Code”)): any and all unsatisfied indemnification obligations due and payable by PA ▇▇▇▇▇▇▇ or any of its subsidiaries (collectively, the “PA ▇▇▇▇▇▇▇ Subsidiaries” (it being understood that a Person is not a “PA ▇▇▇▇▇▇▇ Subsidiary” at any time it is not a subsidiary of PA ▇▇▇▇▇▇▇) and, together with PA ▇▇▇▇▇▇▇, the “PA ▇▇▇▇▇▇▇ Parties”) pursuant to the indemnification terms and conditions of the Note Agreement, the Stock Purchase Agreement or the Racing Services Agreement and any and all unsatisfied obligations due and payable by either Parent Entity as a result of its breach of Section 10.15 of the Note Agreement (all such obligations collectively, the “Equity Commitment Obligations”). In addition to the foregoing, in order to induce Beneficiaries to enter into the Note Documents and the Transaction Documents to which each is a party and in recognition of Equity Obligor’s commitment to Beneficiaries to fund, either directly or indirectly and together with the Parent Entities, not less than $25,000,000 to PA ▇▇▇▇▇▇▇, following the occurrence of a Bankruptcy Event, Equity Obligor irrevocably guaranties, as primary obligor and not merely as surety, the due and punctual payment in full of all Obligations (as such term is defined in the Note Agreement) of the PA ▇▇▇▇▇▇▇ Parties when the same shall become due and payable hereunder, whether at stated maturity, by acceleration, demand or otherwise (including amounts that would become due and payable but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code). For purposes hereof, a “Bankruptcy Event” means any of the following: any PA ▇▇▇▇▇▇▇ Party (i) commences a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, inso...
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Irrevocable Undertaking. Upon the date hereof, the Company and Mr. Avitbul shall enter into irrevocable undertaking in the form attached as Schedule ‎6 hereto.
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Irrevocable Undertaking. 2.1 The Obligated Party hereby irrevocably undertakes to accept the Offer, if made, in respect of the Securities within five business days prior to the end of the initial acceptance period of the Offer. The undertaking to accept the Offer shall be irrevocable even if the Offer gives accepting shareholders the right to withdraw acceptances during the acceptance period under the Offer. 1 SEK 16.50 per share payable in shares of Novavax common stock. Novavax common stock will be valued at the volume-weighted average share price over the 15 trading days prior to announcement. 2 Cashed out at fair market value determined using the Black-Scholes Model. 3 Employee and board member stock options 2012/2016. 4 SEK 8.30 per stock option payable in shares of Novavax common stock, representing the offer price per share (SEK 16.50) reduced by the strike price per share for the stock options (SEK 8.20). 2.2 The validity of the irrevocable undertaking set out herein is conditional upon a) the Offer being launched by Novavax through a press announcement no later than 10 June 2013; and b) that no other party, prior to the Offer being declared unconditional, announces a competing public offer to acquire the outstanding shares in Isconova (“Competing Offer”) at a price per share which is at least five (5) per cent higher than the Offer at the date of the announcement of the Competing Offer, and which Novavax decides not to match (i.e. offer a price that at least corresponds to the price in the Competing Offer) within five (5) business days. 2.3 In case Novavax decides to pursue the Offer, the Offer will be publicly announced by way of a press announcement in accordance with the Rules. Novavax’s obligation to complete the Offer will be subject to customary conditions, including a 90 percent acceptance level on a fully diluted basis (including all issued and outstanding stock options) which may be waived by Novavax. 2.4 The Obligated Party hereby irrevocably undertakes, subject to the conditions set out in Section 2.2, from the date of this Agreement (a) not to sell, transfer, encumber, grant any option or other right over or otherwise deal with or dispose of any or all of the Securities or any interest in any or all of the Securities, whether directly or indirectly, other than pursuant to the Offer; (b) not to accept (conditionally or unconditionally) any other offer in respect of any or all of the Securities, by whatever means it is to be implemented; (c) not to solicit or en...
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Irrevocable Undertaking. ‌ The Shareholder irrevocably undertakes to exercise or procure the exercise of the voting rights attached to all of the Offeree Shares (i) to vote in favor of the Scheme at the Court Meeting; and
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Related to Irrevocable Undertaking

  • Irrevocable Proxy Each Stockholder hereby irrevocably grants to, and appoints, Weyerhaeuser, and any individual designated in writing by Weyerhaeuser, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Subject Shares of such Stockholder, or grant a consent or approval in respect of such Subject Shares, in a manner consistent with Section 3.01. Each Stockholder understands and acknowledges that Weyerhaeuser is entering into the Transaction Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3.02 is given in connection with the execution of the Transaction Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Stockholder shall, upon written request by Weyerhaeuser, as promptly as practicable execute and deliver to Weyerhaeuser a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 3.02. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon any termination of this Agreement pursuant to Section 4.10.

  • Voting Agreement and Irrevocable Proxy On the terms and conditions set forth herein, each Investor agrees with both Holdings and Gateway as follows: 3.1 Such Investor agrees during the term of this Agreement to vote its shares of Gateway Stock as set forth opposite the name of such Investor in Column IV on Schedule I, and to cause any holder of record of its shares of Gateway Stock to vote (or execute a written consent or consents if stockholders of Gateway are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of Gateway): (i) in favor of the adoption and approval of the Merger Agreement and all of the transactions contemplated by the Merger Agreement at every meeting (or in connection with any action by written consent) of the stockholders of Gateway at which such matters are considered and at every adjournment or postponement thereof; (ii) against (1) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Gateway under the Merger Agreement or of such Investor under this Agreement and (2) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Holding’s, Gateway's or Merger Sub's conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of Gateway (including any amendments to Gateway’s charter or by-laws). 3.2 Such Investor hereby appoints Holdings and any designee of Holdings, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to its shares of Gateway Stock in accordance with Section 3.1. This proxy and power of attorney is given to secure the performance of the duties of such Investor under this Agreement. Such Investor shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by such Investor shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Investor with respect to its shares of Gateway Stock. The power of attorney granted by such Investor herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Investor. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. 3339426v1 3421173v1 3.3 Such Investor makes no agreement or understanding in this Agreement in such Investor’s capacity as a director or officer of Gateway or any of its subsidiaries (if such Investor holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by such Investor in their capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement, or (b) will be construed to prohibit, limit or restrict such Investor from exercising such Investor’s fiduciary duties as an officer or director to Gateway or its stockholders. 3.4 At all times during the term of this Agreement, such Investor shall not Transfer its shares of Gateway Stock as set forth opposite the name of such Investor in Column IV on Schedule I.

  • Acknowledgement and Waiver 6.1 The Subscriber has acknowledged that the decision to purchase the Shares was solely made on the Company Information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.

  • Obligations Irrevocable The obligations of each applicable Lender to make payments to the Agent with respect to any applicable Letter of Credit or with respect to their participation therein or with respect to the Revolving Loans made as a result of a drawing under a Letter of Credit and the obligations of the Borrower for whose account the Letter of Credit was issued to make payments to the Agent, for the account of the applicable Lenders, shall be irrevocable and shall not be subject to any qualification or exception whatsoever, including any of the following circumstances: (A) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (B) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Lender, the Agent, the applicable Letter of Credit Issuer, or any other Person, whether in connection with this Agreement, any applicable Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrower or any other Person and the beneficiary named in any Letter of Credit); (C) any draft, certificate or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (D) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (E) the occurrence of any Default or Event of Default; or (F) the failure of the Borrower to satisfy the applicable conditions precedent set forth in Article IX.

  • Acknowledgement and Agreement By execution below, the Transferor expressly acknowledges and consents to the pledge of the 2015-1 SUBI Certificate and the 2015-1 SUBI and the assignment of all rights and obligations of the Transferor related thereto by the Transferee to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Transferor hereby acknowledges and agrees that for so long as the Notes are Outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Transferee under this Agreement.