Subscriber Covenants Clause Samples
Subscriber Covenants. (a) The Subscriber agrees that, in the future, if they decide to sell or otherwise transfer the Subscription Shares, they will only do so, and they will inform such other person that it may only do so, if the offer and sale of the Subscription Shares are:
(i) registered under the Securities Act (which the Subscriber acknowledges the Company has no obligation to do);
(ii) made in a transaction exempt from the registration requirements of the Securities Act; or
(iii) made in regular brokered transactions on the ASX or otherwise outside the United States in accordance with Regulation S under the Securities Act.
(b) Except for the sale of the Subscription Shares in regular brokered transactions on the ASX, the Subscriber agrees that they will notify any person to whom any Subscription Shares are sold or otherwise transferred, prior to any such transfer, of the applicability to such person of the provisions of the immediately preceding paragraph.
Subscriber Covenants. The Subscriber agrees to indemnify, hold harmless, reimburse and defend the Company, and the Company's officers, directors or other persons acting in similar capacities, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature incurred by or imposed upon the Company or any such person which results, arises out of or is based upon (i) any misrepresentation by the Subscriber or breach by the Subscriber of any warranty in this Agreement or in any exhibits or schedules attached hereto or of any other agreement delivered pursuant hereto or (ii) after any applicable notice and cure periods, any breach or default in performance by the Subscriber of any covenant or undertaking to be performed by the Subscriber hereunder or of any other agreement entered into by the Company and the Subscriber relating hereto.
Subscriber Covenants. Subscriber covenants as follows:
(i) Subscriber hereby agrees that all offers and sales of the Shares prior to the expiration of the Restricted Period shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration of the Shares under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the Restricted Period shall be made only pursuant to such a registration or to such exemption from registration.
(ii) Subscriber will not engage in any hedging transactions as precluded by Regulation S under the Act.
Subscriber Covenants. Notwithstanding any other provision of this Agreement or any other Transaction Document, during the Certain Funds Period, no Subscriber shall:
(a) cancel its commitment to subscribe for the Preference Shares under this Agreement or any other Transaction Document;
(b) rescind, terminate or cancel this Agreement or any other Transaction Document or exercise any similar right or remedy or make or enforce any claim it may have to the extent to do so would directly or indirectly prevent or limit the subscription of or funding of the Preference Shares;
(c) refuse or fail to participate in subscribing for or funding the Preference Shares;
(d) exercise any right of set-off or counterclaim or similar rights or remedy to the extent to do so would prevent or limit the subscription of, or payment of the applicable Subscription Amount for, the Preference Shares;
(e) cancel, accelerate, make demand for or cause a redemption, repayment or prepayment of any amounts owing under this Agreement or any other Transaction Document to the extent to do so would prevent or limit the subscription of, or payment of the applicable Subscription Amount for, the Preference Shares; or
(f) take any other action or make or enforce any claim (in its capacity as holder of Preference Shares or a Subscriber) to the extent that such action, claim or enforcement would directly or indirectly prevent or limit the subscription of, or payment of the applicable Subscription Amount for, the Preference Shares, 13 091776-0042-11911-Active.32422396 provided that immediately upon the expiry of the Certain Funds Period (but subject to any Clean- Up Period) all such rights, remedies and entitlements shall be available to the Subscribers notwithstanding that they may not have been used or been available for use during the Certain Funds Period.