Undertakings by Company Sample Clauses

Undertakings by Company. 10.1 The Company will use every effort to assist with the obtaining of any consents, permissions, waivers, authorizations of any third party or any approval, license or exemption from any governmental body or the completion of any registration or filing formalities with any governmental body (if required by law), requisite in each case for the execution and performance of this Agreement and the creation of the Equity Pledge hereunder; and will maintain the same in full force and effect during the term hereof; 10.2 Without prior written consent of the Pledgee, the Company will not assist or permit the Pledgor to create any new pledge or any other security interest on the Pledged Equity; 10.3 Without prior written consent of the Pledgee, the Company will not assist or permit the Pledgor to assign the Pledged Equity; 10.4 Should there arise any suit, arbitration or other claims which are likely to have an adverse effect on the Company, the Pledged Equity or the Pledgee’s interest under the Transaction Agreements and this Agreement, the Company undertakes that it will notify the Pledge in writing of the same as promptly as possible without delay and will, in accordance with the reasonable request of the Pledgee, take all necessary measures to ensure the Pledgee’s pledge rights and interests in and to the Pledged Equity; 10.5 The Company undertakes to complete the formality to extend the business operation terms three months before the expiry of such terms so as to keep this Agreement effective; 10.6 The Company will not do or permit to be done any act or action likely to have an adverse effect on the interest of the Pledgee under the Transaction Agreements and this Agreement or on the Pledged Equity; 10.7 The Pledgor will during the first month of each calendar quarter submit to the Pledgee the financial statements of the Company for the preceding calendar quarter, including without limitation the balance sheet, the income statement and the cashflow statement. 10.8 The Company will, in accordance with the reasonable request of the Pledgee, take all steps and execute all documents (including without limitation any supplement hereto) necessary to ensure the Pledgee’s rights and interests of pledge in and to the Pledged Equity as well as the exercise and realization by the Pledgee of its such rights and interests; 10.9 Should the exercise of the rights of pledge hereunder result in an assignment of any Pledged Equity, the Company undertakes that it will take all ...
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Undertakings by Company. 7.1 The Company hereby irrevocably undertakes that: (a) the Company will exert every effort to assist with the obtaining of any third party consent, permission, waiver or authorization or any governmental approval, permission or exemption or the completion of any registration or filing procedures (if required by law) with any governmental authority requisite for the execution and performance of this Agreement and the grant of the Equity Transfer Option, Asset Purchase Option or Capital Increase Option hereunder. (b) without prior written consent of WFOE, the Company will not assist or permit the Existing Shareholder to transfer or otherwise dispose of, or create any security interest or other third party rights on, any Option Equity Interest. (c) without prior written consent of WFOE, the Company will not transfer or otherwise dispose of any material Company Assets, other than in the ordinary course of business, or create any security interest or other third party rights on any Company Assets. (d) the Company will not do or permit to be done any act or action likely to have an adverse effect on the interest of WFOE hereunder, including, without limitation, any act or action restricted by Section 6.1. (e) once it knows or should have known any possible transfer of the Option Equity Interest held by any Existing Shareholder to any third parties other than WFOE or any individual or entity designated by WFOE as a result of applicable laws or any judgment or award rendered by a court or arbitral body or for any other reasons, it shall notify WFOE immediately and without delay. 7.2 immediately upon the giving by WFOE of an Exercise Notice: (a) the Company shall cause the Existing Shareholder to adopt a shareholder’s resolution and take all other necessary actions so as to approve the transfer by the Company of all relevant Transferrable Assets to WFOE and/or other entity and/or individual designated by it at the relevant Transfer Price, or approve the capital decrease of the Company and accept the subscription of the Capital Increase Equity Interest in the Company by WFOE and/or other entity and/or individual designated by it (as the case may be); (b) in the case of the Asset Purchase Option, the Company shall execute an asset transfer agreement with WFOE and/or other entity and/or individual designated by it whereby all of the relevant Transferrable Assets shall be transferred to WFOE and/or other entity and/or individual designated by it at the relevant Transf...
Sample 1
Undertakings by Company. The Company hereby Covenants and agrees as follows: 12.1 To provide an appropriate infrastructure of import terminals, bulk storage, distribution depots, Tank, Cylinder and Equipment and to provide cylinder filling and cylinder and tank maintenance facilities and a distribution system to ensure continuity of the supply of Gas by the Company; 12.2 to use its best endeavours to maintain the supply of Gas by the Company and to deliver (or arrange the delivery of) Gas in a manner which will maintain continuous Gas availability to the Customer in accordance with the Company’s delivery policy, as determined by the Company from time to time, and in accordance with the Customer’s Fuel Specification in Schedule 4; 12.3 where the Customer has agreed to the supply of BioLPG as part of its Fuel Specification in Schedule 4, to use reasonable endeavours to achieve the BioLPG %, though both parties acknowledge that the Company may meet the Fuel Specification by LPG alone if supply of BioLPG is unavailable. The Company acknowledges the BioLPG product supplied to the Customer will be compliant with the European and national renewable fuel legislation in effect at the time of this Agreement; 12.4 in the case of a Gas System using Cylinders, to connect and disconnect Cylinders to and from such installation if agreed with the Customer; 12.5 in the case of a Gas System using a Tank, to fill any such Tank to its correct level, as determined by the Company; 12.6 in cases where the Customer requires Gas to be delivered outside the normal delivery pattern, Calor shall fulfil the order for Gas no later than five full working days from the date of the Customer’s order; 12.7 to use its best endeavours to ensure that the quality of Gas is in accordance with a recognised national or international standard and is appropriately stanched in accordance with national or international safety standards in the interest of safety; 12.8 to maintain any Tank and/or Cylinder and/or Equipment, the property of the Company, in good repair; 12.8.1 subject to the terms of 22 of this Agreement, to indemnify the Customer against any cost, charge or expense arising out of its negligence, breach of the terms of this Agreement or breach of any statutory duty and to insure its liability at law with a reputable insurance company in a sum of not less than £10 million; 12.9 to provide advice to the Customer, if requested, relating to Gas, Equipment, Pipeline and Appliances; 12.10 to use its best endeavours to a...
Sample 1
Undertakings by Company. The Company undertakes that, during the continuance of this agreement—
Sample 1
Undertakings by Company. It is anticipated that Company shall utilize a portion of the proceeds from the sale of the Common Stock and Warrants to make an investment in and/or provide financing to The Great American Barbecue Food Company, a Delaware corporation which is a subsidiary of the Company ("Buyer"), and which has entered into an agreement to acquire substantially all of the assets of Great American Barbecue Company, a Missouri corporation ("GABCO"), pursuant to an Agreement and Plan of Reorganization, dated as of July 14, 2000 (as amended, the "Reorganization Agreement"), among the Company, Buyer, GABCO and certain principal shareholders of GABCO, including Investor (the "Principal Shareholders"). On or about the date of this Agreement, the Company, Buyer, GABCO and the Principal Shareholders are entering into an Interim Operating Agreement ("IOA") pursuant to which, among other things, Buyer will provide financing to GABCO pending such time, if any, as the closing under the Reorganization Agreement occurs.
Sample 1

Related to Undertakings by Company

  • Undertakings The Company shall comply with all the provisions of any undertakings contained and required to be contained in the Registration Statement.

  • COMPLIANCE UNDERTAKINGS 6.1. The Fund undertakes to comply with Subchapter M and Section 817(h) of the Code, and all regulations issued thereunder. 6.2. The Company shall amend the Contracts Registration Statements under the 1933 Act and the Account's Registration Statement under the 1940 Act from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company shall register and qualify the Contracts for sale to the extent required by applicable securities laws of the various states. 6.3. The Fund shall amend the Fund Registration Statement under the 1933 Act and the 1940 Act from time to time as required in order to effect for so long as Fund shares are sold the continuous offering of Fund shares as described in the then currently effective Fund Prospectus. The Fund shall register and qualify Fund shares for sale to the extent required by applicable securities laws of the various states. 6.4. The Company shall be responsible for assuring that any prospectus offering a Contract that is a life insurance contract where it is reasonably possible that such Contract would be deemed a "modified endowment contract," as that term is defined in Section 7702A of the Code, will describe the circumstances under which a Contract could be treated as a modified endowment contract (or policy). 6.5. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have a Fund Board of Directors, a majority of whom are not interested persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses. (a) When appropriate in order to inform the Fund of any applicable state-mandated investment restrictions with which the Fund must comply, the Company shall arrange with the Fund to amend Schedule 3, pursuant to the requirements of Article XI. (b) Should the Fund become aware of any restrictions which may be appropriate for inclusion in Schedule 3, the Company shall be informed immediately of the substance of those restrictions.

  • Covenants and Undertakings The Customer hereby irrevocably and unconditionally covenants and undertakes as follows: (a) it shall promptly, after the occurrence thereof, give notice to the Bank of any Event of Default or event which with the passing of time or the giving of notice, or both, would constitute an Event of Default, including the nature thereof and the steps being taken by the Customer to remedy or mitigate the effect of the Event of Default; (b) it will not use any Account or carry out any Investments or Transactions for the purposes of money laundering, terrorist financing, drug trafficking or other illegal purposes or from funds/assets being proceeds of a predicate offence or obtained from other illicit, criminal or illegal activities, whether in Hong Kong or elsewhere; (c) it shall forward to the Bank such information or documents that the Bank may require from time to time, including but not limited to (where the Customer is a corporation) a copy of its audited financial statements immediately after they are issued but in any event within 5 months after the close of each of the Customer’s financial year; (d) it further undertakes to notify the Bank immediately in the event that any order or warrant is issued against the Customer or any of its assets or (where the Customer is a trustee of the Trust) any of the assets of the Trust under the applicable AML/CFT laws and regulations; (e) it shall obtain all the requisite regulatory and governmental approvals (if any) in connection with each Agreement, deliver a copy of the same to the Bank, including without limitation, the requisite exchange controls approvals to purchase foreign currencies to make a payment in respect of the Facilities or Indebtedness (if such approvals are required); (f) it shall notify the Bank forthwith in writing of any changes in the information supplied in or in connection with the Agreement (including without limitation, information relating to itself or any Authorised Persons, and any change of address or of any appointment or revocation of the authority of any Authorised Persons); (g) it shall notify the bank forthwith in writing of any or any intended, threatened or pending Insolvency Event in respect of any Obligor or (where the Customer is a trustee of the Trust) the Trust, or Associated Company; (h) it shall be solely and fully responsible for the Customer’s tax affairs, filings, duties and obligations (including but not limited to its own tax filings and tax duties and obligations in the country of its residence/ incorporation or to any country which might consider it to be liable for taxes). The Customer shall ensure the accuracy of all information it provides to any tax authorities or governmental authorities (whether pursuant to any law, regulatory requirement, guidelines, directives or otherwise). The Customer hereby acknowledges and agrees that the Bank shall not be responsible for the accuracy of such information whether provided by the Customer or not, including without limitation, any omission by the Customer to answer correctly and fully to its tax duties in the country of its residence/incorporation or to any country which might consider it as being liable for taxes; and (i) it shall at all times comply with all applicable laws, rules and regulations. In particular but without limitation, the Customer acknowledges that it shall be responsible for ensuring that it complies with any applicable position reporting regulations.

  • Agreements and Covenants of the Company The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business Combination; (e) Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and (h) Within four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.

  • Certain Covenants and Agreements of the Company The Company covenants and agrees at its expense and without any expense to the Placement Agent as follows: A. To advise the Placement Agent and the Investor of any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time as soon as the Company is either informed or becomes aware thereof. B. To use its commercially reasonable efforts to cause the Common Stock issuable in connection with the Standby Equity Distribution Agreement to be qualified or registered for sale on terms consistent with those stated in the Registration Rights Agreement and under the securities laws of such jurisdictions as the Placement Agent and the Investor shall reasonably request. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. C. Upon written request, to provide and continue to provide the Placement Agent and the Investor copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. D. To deliver, during the registration period of the Standby Equity Distribution Agreement, to the Investor upon the Investor's request, within forty five (45) days, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. E. To comply with the terms of the Offering Materials. F. To ensure that any transactions between or among the Company, or any of its officers, directors and affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in an "arm's length" transaction with an independent third party.

  • INFORMATION UNDERTAKINGS The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • Covenants and Agreements of the Company The Company further covenants and agrees with the Placement Agent as follows:

  • Compliance with certain undertakings At the date of this Agreement, the Borrower is in compliance with Clauses 11.2, 11.4, 11.9 and 11.13.

  • Covenants and Additional Agreements 5.1. ACCESS; CONFIDENTIALITY.

  • Financial Undertakings The Borrower will not enter into or remain liable upon, nor will it permit any Subsidiary to enter into or remain liable upon, any Financial Undertaking, except to the extent required to protect the Borrower and its Subsidiaries against increases in interest payable by them under variable interest Indebtedness.

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