Issuer’s Covenants. With a view to making available to Subscriber the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit Subscriber to sell securities of the Issuer to the public without registration, the Issuer agrees, until the Acquired Shares are sold by Subscriber, to:
(a) make and keep public information available, as those terms are understood and defined in Rule 144;
(b) file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;
(c) furnish to Subscriber so long as it owns the Acquired Shares, as promptly as reasonably practicable upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer with the Commission and (z) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and
(d) in connection with a sale by Subscriber pursuant to Rule 144, if the transfer restrictions as set forth on Exhibit A to this Subscription Agreement are no longer required by the Securities Act or any applicable state securities laws, upon request of Subscriber, the Issuer shall use its commercially reasonable efforts to cooperate with Subscriber to have such transfer restrictions removed, including providing authorization to the Issuer’s transfer agent.
Issuer’s Covenants. 6.1 The Issuer covenants and agrees with the Purchaser as follows:
(a) on the Closing Date, the Issuer will have taken all necessary steps to duly and validly create and issue the Securities as fully paid and non-assessable;
(b) the Issuer has been duly incorporated and organized and is a valid and subsisting company under the laws of the State of Nevada;
(c) the Issuer has the full corporate right, power and authority to execute this Subscription Agreement, and to issue the Securities to the Purchaser pursuant to the terms of this Subscription Agreement; and
(d) this Subscription Agreement constitutes a binding and enforceable obligation of the Issuer, enforceable in accordance with its terms.
Issuer’s Covenants. So long as any Debentures are outstanding, the Issuer irrevocably undertakes that it shall comply with the covenants set out in Schedule V (Issuer’s Covenants).
Issuer’s Covenants. 6.1 The Issuer covenants and agrees with the Purchaser as follows:
(a) the Issuer will promptly comply with all filing and other requirements under all applicable securities laws in connection with the Private Placement;
(b) the Purchaser shall have the benefit of the representations and warranties made by the Issuer in the Agency Agreement as if such representations and warranties were made by the Issuer in this Agreement; and
(c) on the Closing Date, the Issuer will have taken all necessary steps to duly and validly create and issue the Securities.
Issuer’s Covenants. At the request of the holder of the Acquired Shares, the Issuer shall reasonably cooperate with the holder of the Acquired Shares, and the holder of the Acquired Shares shall provide the Issuer with such certifications and other documentation, to effect the removal of the legend described in Section 4(e), and for the Issuer to issue a certificate without such legend to the holder of the Acquired Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”), if (i) such Acquired Shares are sold pursuant to an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, such holder provides the Issuer with an opinion of counsel, in a form reasonably acceptable to the Issuer, to the effect that such sale, assignment or transfer of the Acquired Shares may be made without registration under the applicable requirements of the Securities Act, or (iii) the Acquired Shares are sold, assigned or transferred pursuant to Rule 144. The Issuer shall be responsible for the fees of its transfer agent and all DTC fees associated with such issuance.
Issuer’s Covenants. 5.1 The Issuer agrees to comply with all provisions of the Transaction Documents.
5.2 The Issuer shall cooperate with and give full support to the Bondholders’ Representative in providing, without any charges and within reasonable time, any relevant document or information as reasonably requested by the Bondholders’ Representative so as to enable the Bondholders’ Representative to perform its duties under the Transaction Documents and all applicable laws.
Issuer’s Covenants. GENERAL UNDERTAKINGS
Issuer’s Covenants. The Issuer represents, covenants, and agrees that:
(i) The Issuer will comply with all applicable requirements of the Code that are necessary to preserve the excludability from gross income of interest on the Bonds for federal income tax purposes, all as set forth in the Tax Exemption Agreement.
(ii) The Issuer will not take any action inconsistent with its expectations stated in the Tax Exemption Agreement and will comply with the covenants and requirements stated therein and incorporated by reference herein.
Issuer’s Covenants. The Issuer covenants to and for the benefit of the Holders of the Bonds that it will:
(i) neither make or use nor cause to be made or used any investment or other use of the proceeds of the Bonds or the money and investments held in the funds and accounts in any manner which would cause the Bonds to be arbitrage bonds under Section 148 of the Code and the Regulations issued under Section 148 of the Code (the “Regulations”) or which would otherwise cause the interest payable on the Bonds to be includable in gross income for federal income tax purposes;
(ii) enforce or cause to be enforced all obligations of the Borrower under the Tax Regulatory Agreement in accordance with its terms and seek to cause the Borrower to correct any violation of the Tax Regulatory Agreement within a reasonable period after it first discovers or becomes aware of any such violation;
(iii) not take or cause to be taken any other action or actions, or fail to take any action or actions, if the same would cause the interest payable on the Bonds to be includable in gross income for federal income tax purposes;
(iv) at all times do and perform all acts and things permitted by law and necessary or desirable in order to assure that interest paid by the Issuer on the Bonds will be excluded from the gross income for federal income tax purposes, of the Bondholders pursuant to the Code, except in the event where any such owner of Bonds is a “substantial user” of the facilities financed with the Bonds or a “related person” within the meaning of the Code; and
(v) not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code and the Regulations. In furtherance of the covenants in this Section 5.07, the Issuer and the Borrower shall execute, deliver and comply with the provisions of the Tax Certificate, which is by this reference incorporated into this Indenture and made a part of this Indenture as if set forth in this Indenture in full, and by its acceptance of this Indenture the Trustee acknowledges receipt of the Tax Certificate and acknowledges its incorporation into this Indenture by this reference and agrees to comply with the terms specifically applicable to it.
Issuer’s Covenants. The Issuer shall cooperate with and give all reasonable support to the Bondholders’ Representative in providing any relevant document or information as reasonably requested by the Bondholders’ Representative so as to enable the Bondholders’ Representative to perform its duties under the Transaction Documents and all applicable laws. The Issuer shall also procure that the Registrar complies with instructions given by the Bondholders’ Representative in connection with a convening of any Bondholders’ Meeting, in accordance with the Terms and Conditions.
