THE COMPANY'S UNDERTAKINGS. The Company hereby undertakes to pay, on the designated dates, the principal, interest and linkage differentials (including arrears interest, if any, pursuant to the provisions of section 6 of the terms listed overleaf of the Bond attached as Appendix A hereto) payable under the terms of the Bond and to comply with all the other terms and obligations imposed on it, pursuant to the terms of the Bond and hereunder. The Company hereby undertakes to pay, on the designated dates, the principal, the interest and the linkage differentials (including arrears interest, if any, pursuant to the provisions of section 6 of the terms listed overleaf of the Bond attached hereto as Appendix A), payable under the terms of the Bonds and to comply with all other terms and obligations imposed on it under the terms of the Bonds and hereunder. Where the designated date for payment of the Series A Bonds or the designated date for any interest installment occurs on any day other than a business day, the payment date or the date of such installment shall be postponed to the business day immediately subsequent thereto, and no interest shall be paid with respect to such delay.
THE COMPANY'S UNDERTAKINGS. 5.1 The Company hereby undertakes with the Subscriber that the Company shall comply in all respects with the terms and conditions of the Subscription and, in particular, that the Company shall duly allot and issue the Subscription Shares free from all Encumbrances ranking pari passu in all respects with the Shares in issue as at the date of allotment.
5.2 The Company undertakes with the Subscriber to procure that the Registrar shall do all such acts and things as may be required to be done by it in connection with the Subscription.
5.3 The Company undertakes with the Subscriber to comply with (i) all laws and regulations applicable to the Group, including but not limited to, the laws of Hong Kong, and (ii) all requirements of the Hong Kong Stock Exchange, the Singapore Stock Exchange, the SFC and the SIC to give effect to all matters contemplated under the Agreement, including but not limited to the making of all necessary filings with the Hong Kong Stock Exchange, the Singapore Stock Exchange, the SFC, the SIC and the Registrar of Companies in Hong Kong.
5.4 Subject to all applicable laws restricting and/or prohibiting the disclosure of information by the Company to the Subscriber, to the extent legally permissible, the Company undertakes to provide the Subscriber with all such information known to it relating to the Group or otherwise as may be reasonably required by the Subscriber in connection with the Subscription for the purposes of complying with all laws and the requirements of the Hong Kong Stock Exchange, the Singapore Stock Exchange, the SFC, the SIC and/or any other relevant regulatory authority.
5.5 Subject always to all applicable laws restricting and/or prohibiting the disclosure of information by the Company to the Subscriber, to the extent legally permissible, pending Completion, the Company undertakes with the Subscriber that the Subscriber and any person authorised by the Subscriber shall be given reasonable access to inspect all the books and records and other documents of each member of the Group during normal business hours but by prior appointment with reasonable prior notice and without affecting the normal operations and business of the Group.
5.6 Pending Completion, the Company undertakes to procure that the existing business of each member of the Group will continue to be operated on a normal basis and in the ordinary course of day-to-day operations consistent with past practice and it will not do (or allow to be done) any act or...
THE COMPANY'S UNDERTAKINGS. The Company hereby undertakes towards the Trustee and the Debenture Holders, for as long as the Debentures were not fully paid (including interest), and for as long as all the undertakings towards the Debenture Holders and the Trustee were not fulfilled according to this Deed, as follows:
6.1. To pay, at the times scheduled for this purpose, the sums of the Principal, and the interest (including interest in arrears, if and inasmuch as it shall apply, and additional interest for breaching financial standards, inasmuch as they shall apply) which shall be paid according to the terms of the Debentures and the provisions of this Deed, and to fulfill all the other terms and undertakings that are imposed on it according to the terms of the Debentures and according to this Deed of Trust. In any case where the date of payment on account of a Principal and/or interest shall be on a day which is not a Business Day, the payment date shall be deferred to the next Business Day, without any additional payment, interest or linkage.
6.2. To fulfill all of the financial standards and undertakings set forth in Appendix 6.2 to this Deed including with respect to the limitation regarding the distribution of dividends.
6.3. To persist and manage the business of the Company and companies in its control in a regular and proper manner.
6.4. To notify the Trustee as soon as possible, and no later than 2 Business Days regarding the occurrence of any of the events set forth in clause 9.1 of the Deed, including its sub-clauses, or regarding a real knowledge of the Company that an event as stated is about to take place, without taking into account the cure periods set forth in clause 9.1 of the Deed, inasmuch as any exist in the stated clauses and to take, at its expense, all reasonable means required for the purpose of removing the foreclosures or revoking the receivership, the liquidation or the administration, insofar as it is relevant and as the case may be.
6.5. To deliver to the Trustee as soon as possible and no later than the end of 30 days from the day of the first issuance of the Debentures (Series C) or from the time of performing a series expansion in any way, an amortization schedule for paying the Debentures (Principal and interest) in an Excel file.
6.6. To notify the Trustee in a written notice signed by the senior financial officer in the Company, within 4 Business Days from the date of payment, of any payment to the Debenture Holders and of the balance of the sums tha...
THE COMPANY'S UNDERTAKINGS. So long as any Senior Debt is outstanding and until the Senior Liabilities have been irrevocably paid in full, the Company will not except as permitted under the Finance Documents (including, without limitation, Clause 19.15 (Distributions)) or except as the Agent, acting on the instructions of the Majority Banks, has previously consented:
(a) subject to Clause 5 (Subordination on Insolvency), pay or repay or purchase or acquire, any of the Junior Debt; or
(b) discharge any of the Junior Debt by set-off; or (c) create or permit to subsist security over any of its assets for any of the Junior Debt; or (d) amend, vary, waive or release any term of the Junior Finance Documents (other than any procedural or administrative change or any other change which can reasonably be expected not to prejudice any Senior Debt or any Finance Party); or (e) take or omit to take any action whereby the subordination achieved by this Deed will be impaired.
THE COMPANY'S UNDERTAKINGS. 13.1 The Company undertakes to the Client that the Company shall:
a. use reasonable efforts to ensure the Equipment is in good working order on delivery and of satisfactory quality and will provide the Services using reasonable care and skill and in accordance with the Agreement; and
b. use reasonable endeavors to ensure that the Equipment is properly maintained.
THE COMPANY'S UNDERTAKINGS. 5.1 With effect from the date of this Deed and in consideration of the undertakings given by the Alternate Subscriber in clause 4 and the Subscriber in clause 6, the Company hereby:-
(A) confirms its consent to and approval of the assignment of the Subscriber's rights, title and interest in, to and under the Subscription Agreement to the Alternate Subscriber pursuant to clause 3 above;
(B) accepts the Alternate Subscriber's undertaking to observe, perform, discharge and be bound by the Subscription Agreement pursuant to clause 4 above;
(C) confirms that it has received the requisite written notice required pursuant to clause 4.4 (B) of the Subscription Agreement; and
(D) agrees to observe, perform, discharge and be bound by the Subscription Agreement as if the Alternate Subscriber were a party to and executed the Subscription Agreement in the place of the Subscriber, including, without limitation, undertaking to issue the Subscription Shares to the Alternate Subscriber (rather than the Subscriber), but subject to the other terms and conditions of the Subscription Agreement.
THE COMPANY'S UNDERTAKINGS. The Company hereby agrees with the Consultant that the Company will during the continuance of the Engagement:
THE COMPANY'S UNDERTAKINGS. The Company hereby undertakes to pay all amounts of principal, interest and linkage differentials that will be payable pursuant to the terms and conditions of the Debentures (Series A) and to comply with all the remaining conditions and obligations imposed on it in accordance with the conditions of the Debentures (Series A) and pursuant to this deed. 1 With regard to the tax implications of an issue at a discount, see Paragraph 2.13 of the Company’s Prospectus.
THE COMPANY'S UNDERTAKINGS. The Company hereby undertakes towards the Trustee and the Debenture Holders, for as long as the Debentures were not fully paid (including the linkage differences on them), and for as long as all the undertakings towards the Debenture Holders and the Trustee were not fulfilled according to this Deed, as follows:
6.1. To pay, at the times scheduled for this, the sums of the Principal, the interest and the linkage differences, insofar as these shall apply, which shall be paid according to the terms of the Debentures, and to fulfill all the other terms and undertakings that are imposed on it according to the terms of the Debentures and according to this Deed of Trust.
6.2. To fulfill all of the financial terms and undertakings set forth in Appendix 6.2 to this Deed including with respect to the limitation regarding the distribution of dividends and regarding the rating of the Company.
6.3. Deleted.
6.4. To immediately notify the Trustee in writing of a reasonable concern of the Company that all or any of the events set forth in section 9.1 hereafter will occur or that there is a reasonable concern that the Company shall not have the ability to meet its existing and expected undertakings when the time to perform them arrives.
6.5. To deliver to the Trustee no later than the end of 30 days after the date of this Deed of Trust, a clearing schedule for paying the Debentures (Principal and interest) in an Excel file.
6.6. To notify the Trustee in a written notice signed by the senior Office Holder in the Company’s finances, within 4 Business Days from the date of payment, of any payment to the Debenture Holders and of the balance of the sums that the Company owes at that time to the Debenture Holders after making the aforementioned payment.
6.7. To deliver to the Trustee annual financial statements or quarterly financial results, as the case may be, and in accordance with the requirements of the law that apply to the Company from it being a dual listed Company, at the time of their publication and in any event no later than from the time scheduled for this in the law to publish them (also in the event that the Company shall stop being a public or reporting Company then it shall report in accordance with the provisions of the Law that apply to the Company at the time of signing this Deed of Trust). Notwithstanding the forgoing, it is clarified that the quarterly financial results shall be published by the end of the following quarter.
THE COMPANY'S UNDERTAKINGS. 5.1 The Company undertakes to pay, on the dates shceduled for this purpose, all the amounts of principal and interest that are payable under the terms of the Series C Bonds and to comply with all the other terms and undertakings imposed on it under the terms of the Series C Bonds and the Trust Deed.
5.2 The Company undertakes that as long as the Series C Bonds are in circulation (i.e., as long as they have not been repaid or discharged in full in any other way, including by way of a self-purchase and/or early redemption), the main activity of the Company will be in the fuel and convenience store sector. Moreover, the Company undertakes that a sum that is equal to at least 75% of the consideration of the issuance (less commissions, expenses and an Interest Cushion as stated in section 6.6.4 below) will be used by the Company mainly for the purpose of developing the Company’s activity in the fuel and convenience store sector, the financing of the Company’s investments, communications and transactions that are considered by it from time to time in this field, including the advancing of the finance required for completing transactions that are being considered by GPM and the financing of an investment in GPM, as well as for the payment of principal and interest payments for the Series C Bonds. It is clarified that, without derogating from the aforesaid, the balance of the consideration from the issuance will be used by the Company for its current operations, the implementation and realization of its targets and business strategy, as the Board of Directors of the Company will determine from time to time, and for expanding and diversifying the Company’s sources of finance, including for making payments of principal, interest and linkage differentials (where applicable) for Bonds that were and/or will be issued by the Company.
