Issuer’s Undertakings Sample Clauses

Issuer’s Undertakings. 6.1 The Issuer shall, subject to the provisions of Clause 8.3, include the appointment, subject to the occurrence of the Capital Increase, of Xxxx Xxxxxxxxx as a new director of the Issuer as a proposed resolution on the agenda of a general shareholders’ meeting of the Issuer scheduled to be held within 40 calendar days as from 28 May 2020. 6.2 With effect as from the date of this Agreement and for as long as the Subscribers jointly own 5% of the shares in the Issuer, Subscribers shall have the right to have a non-voting board observer (the “Observer”) at the board of directors of the Issuer. The Observer shall initially be Xxxx Xxxxxxxxx and thereafter, as from the appointment of Xxxx Xxxxxxxxx as a director, Xxxx Xxxxxxx. As long as the Subscribers have the right to have an Observer at the board of directors as aforementioned, the Observer can be replaced at the request of the Subscribers. The Subscribers agree that, upon written request of the Issuer, it will promptly replace the individual serving as Observer if the Observer has been in material breach of the confidentiality, discretion or no-trade commitments referred to above, or if the Observer has a management role or senior position within a significant competitor of the Issuer. The Observer shall have access to the same level of information as a director (including in relation to information that is discussed at the level of the committees of the board of directors), and is entitled to attend meetings of the board of directors of the Issuer. The Subscribers shall procure that the Observer will, prior to receiving any information to be provided to the Observer pursuant to this Agreement, enter into confidentiality, discretion and no-trade commitments in form and substance satisfactory to the Issuer. The Subscribers shall further procure that the Observer shall upon request of the Issuer’s board of directors, in case of a conflict of interest (in the sense of Art. 7:96 of the Belgian Code of Companies and Associations) in respect of any topic discussed on a meeting of any board of directors, leave the meeting for the period during which such topic is discussed. 6.3 Subject to the provisions of Clause 8.3, the Issuer’s Board of Directors shall use best efforts to cause the proposal set out in Clause 6.1 to be approved at the Issuer’s general shareholders’ meeting referred to in Clause 6.1 (including by supporting and defending the relevant proposal and recommending that the Issuer’s shareholders app...
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Issuer’s Undertakings. The Issuer undertakes to [the] Subscriber[s] that: (a) it will execute the Fiscal Agency Agreement at the latest on the Settlement Date; (b) it will bear and pay (i) any stamp or other duties or taxes, including interest and penalties, payable on or in connection with the issue of the Notes and the execution of this Agreement and the Fiscal Agency Agreement or the enforcement thereof, and (ii) any value added, turnover or similar tax payable in connection with any amount payable by it under this agreement referred to in (i) above or otherwise in connection with the envisaged transactions; (c) it will not, and will procure that no Subsidiary and none of their respective directors, executives or employees make, between the date of this Agreement and the Settlement Date (both dates inclusive), without the prior approval of the Subscriber[s], any announcement on the issue of the Notes, unless it is required to do so by law, and in such case, after consulting the Subscriber[s] on such announcement; (d) it will maintain the centre of its main interests (as such term is used in Article 3(1) of the Council of the European Union Regulation No. 1346/2000 of 29 May 2000 relating to insolvency proceedings or (ii) for the insolvency proceedings opened after 26 June 2017, in Article 3(1) of the Regulation (EU) No 2015/848 of the European Parliament and of the Council of 20 May 2015 relating to insolvency proceedings (recast) in a Member State of the European Union; 4 and (e) it will use the Subscription Price for the purposes of [ ]5.
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Issuer’s Undertakings. In addition to the undertakings set out in clause 11 of the Master Trust Deed, the Issuer undertakes to the Supervisor that, for so long as any Bonds are outstanding: (a) [insert]
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Issuer’s Undertakings. 33.1.1 The Issuer hereby agrees and undertakes that: (a) until the Final Settlement Date, it shall, directly or indirectly, (i) have Control and ownership of all the Project SPVs; and (ii) ultimately acquire (in compliance with the SEBI InvIT Regulations) and retain Control and ownership of all the Other SPVs; (b) without prejudice to its obligations under sub-clause (a) above, until the Final Settlement Date, it shall maintain (i) directly or indirectly, 100% (one hundred percent) shareholding in each SPV and HoldCo established or acquired prior to the date of this Deed; and (ii) its shareholding in any HoldCo or Other SPVs established or acquired after the date of this Deed for the purpose of acquiring Project assets; (c) it shall open and maintain the Escrow Account and credit all amounts received from the Holding Companies and the SPVs into the Escrow Account; (d) it shall, (i) prior to the Deemed Date of Allotment, create and fund the DSR by providing a DSRA FD; and (ii) on and from the date on which the Escrow Account is opened in accordance with the terms of the Escrow Agreement, create and fund the DSR in cash in the Debt Service Reserve Sub-Account. The Issuer also undertakes that it shall maintain the DSR until the Final Settlement Date. It is clarified that if the rating of the bank with which a DSRA FD is being maintained is downgraded to below ‘AAA’ by a Rating Agency, then the DSRA FD shall be immediately re-established with another bank rated at least ‘AAA’ by a Rating Agency or the DSR shall be funded in cash in the Debt Service Reserve Sub- Account; (e) it shall (i) open and maintain the Escrow Account with a scheduled commercial bank whose lowest outstanding rating is at least ‘AA’ by any Rating Agency; and
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Issuer’s Undertakings. 7.1 The Issuer agrees that if, as a result of: (a) the introduction of any or change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement; or (b) any change in the status of the Issuer or the composition of the shareholders of the Issuer after the date of this Agreement, the Principal Paying Agent and the other Paying Agents are obligated to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to them, the Issuer shall promptly upon the request of the Principal Paying Agents and the other Paying Agents (as applicable) supply or procure the supply of such documentation and other evidence as is reasonably requested by the Principal Paying Agent or other Paying Agents to carry out and be satisfied that it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations.
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Issuer’s Undertakings. 4.1 The Issuer undertakes to the Subscriber that:
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Issuer’s Undertakings 
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Related to Issuer’s Undertakings

  • Borrowers’ Undertaking to Agent Without prejudice to their respective obligations to Lenders under the other provisions of this Agreement, each Borrower hereby undertakes with Agent to pay to Agent from time to time on demand all amounts from time to time due and payable by it for the account of Agent or Lenders or any of them pursuant to this Agreement to the extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy the relevant Borrower’s obligations to make payments for the account of Lenders or the relevant one or more of them pursuant to this Agreement.

  • GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.

  • Termination of the Issuer’s Obligations The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effect, except those obligations referred to in the penultimate paragraph of this Section 8.01, if: (1) either (A) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or (B) all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any redemption that requires the payment of the Applicable Premium (as defined in the form of Note in Exhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; (2) the Issuer has paid all sums payable by the Issuer under this Indenture, and (3) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

  • Release Upon Termination of the Issuer’s Obligations Subject to Section 9.10, in the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are paid, or (ii) all the obligations under this Indenture, the Notes and the Security Documents have been satisfied and discharged by complying with the provisions of Article 7, the Indenture Trustee shall deliver to the Issuer a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon delivery of such notice, the Indenture Trustee shall be deemed not to hold a Lien in the Collateral on behalf of the Holders and shall do or cause to be done all acts reasonably necessary to release such Lien as soon as is reasonably practicable.

  • Amendments to the Indenture (a) The Indenture shall hereby be amended by deleting the following Sections or clauses of the Indenture and all references and definitions related thereto in their entirety, except to the extent otherwise provided below, and these Sections and clauses shall be of no further force and effect, and shall no longer apply to the Notes, and the words “[INTENTIONALLY DELETED]” shall be inserted, in each case, in place of the deleted text: Clauses (5), (6) and (7) of Section 501 (Events of Default) Section 1005 and Section 2.13(h) of the Second Supplemental Indenture (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 2.8(b) of the First Supplemental Indenture and Second Supplemental Indenture (Rights of Holders to Require Repurchase of Notes) (relating to change of control and ratings decline) (b) Section 801 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted and replaced in its entirety by the following: “The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of the Company pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this Indenture.” (c) The failure to comply with the terms of any of the Sections or Clauses of the Indenture set forth in clause (a) and (b) above shall no longer constitute a Default or Event of Default under the Indenture with respect to the Notes and shall no longer have any consequence under the Indenture. (d) For the avoidance of doubt, Clauses (5), (6) and (7) of Section 501 (Events of Default) of the Indenture shall no longer apply to the Notes and the occurrence of the events described in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Notes.

  • Description of the Notes and the Indenture The Notes and the Indenture conform in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus.

  • Limitation on Guarantors’ Liability Each Guarantor by its acceptance hereof and each Holder of a Security entitled to the benefits of the Guarantee hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to the Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal or state law. To effectuate the foregoing intention, each Holder of a Security entitled to the benefits of the Guarantee and each Guarantor hereby irrevocably agrees that the obligations of each Guarantor under the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under the Guarantee, not result in the obligations of such Guarantor under the Guarantee constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

  • Limitation on Subsidiary Guarantor Liability Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article Ten, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. Each Subsidiary Guarantor that makes a payment for distribution under its Subsidiary Guarantee is entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the adjusted net assets of each Subsidiary Guarantor.

  • Authorization of the Indenture The Indenture has been duly authorized by the Company and duly qualified under the 1939 Act and, when duly executed and delivered by the Company and the Trustee, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

  • Limitation of Subsidiary Guarantor's Liability Each Subsidiary Guarantor and by its acceptance hereof each Holder of Securities hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal, state or foreign law. To effectuate the foregoing intention, the Holders of Securities and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee, result in the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or foreign law.

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