UNDERTAKINGS BY THE ISSUER. The Issuer agrees with the Placement Agent as follows:
(a) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf (other than the Placement Agent), will engage in any directed selling efforts with respect to the Securities to any U.S. Person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.
(b) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf (other than the Placement Agent), will make offers or sales of Securities under circumstances that would require the registration of the Securities under the Securities Act.
(c) For so long as any of the Securities are outstanding and are "restricted securities" within the meaning of Rule 144, the Issuer will provide or cause to be provided to any holder of Securities and any prospective purchaser of the Securities designated by such a holder, upon the request of such holder or prospective purchaser, the information required to be provided to such holder or prospective purchaser by Rule 144A(d)(4).
(d) During the period from the date of this Agreement to the Closing Date, the Sponsor and the Issuer shall use their best efforts to cause their representations and warranties contained in Section 4 hereof to be true as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, as if made on and as of the Closing Date.
(e) The Sponsor and the Issuer will not claim, and will actively resist any attempts by others to claim, the benefits of any usury laws against holders of Capital Securities or the Debentures.
(f) Unless and to the extent required to be disclosed pursuant to the rules and regulations of the Securities and Exchange Commission, the Sponsor shall not identify the Placement Agent in a press release or any other public statement without the consent of such Placement Agent.
UNDERTAKINGS BY THE ISSUER. The Issuer undertakes to the Dealers as follows:
UNDERTAKINGS BY THE ISSUER. The Issuer agrees with the Initial Purchaser as follows:
(a) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf, will engage in any directed selling efforts with respect to the Securities to any U.S. Person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.
(b) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf, will make offers or sales of Securities under circumstances that would require the registration of the Securities under the Securities Act.
(c) For so long as any of the Securities are outstanding and are “restricted securities” within the meaning of Rule 144A, the Issuer will provide or cause to be provided to any holder of Securities and any prospective purchaser of the Securities designated by such a holder, upon the request of such holder or prospective purchaser, the information required to be provided to such holder or prospective purchaser by Rule 144A(d)(4).
UNDERTAKINGS BY THE ISSUER. Each of the Issuer and the EU/UK Retention Holder agrees with the Initial Purchaser as follows:
(a) The Issuer shall advise the Initial Purchaser promptly and, if requested by the Initial Purchaser, confirm such advice in writing, of the issuance by any state securities commission or any other applicable federal or state regulatory authority of any stop order suspending the qualification or exemption from qualification of any Notes for offering or sale in any jurisdiction designated by the Initial Purchaser pursuant to Section 5(b) hereof, or the initiation or threat of any proceeding by any state securities commission or any other federal or state regulatory authority for such purpose. The Issuer shall use its best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of any Notes under any state securities or blue sky laws and, if at any time any state securities commission or other federal or state regulatory authority shall issue an order suspending the qualification or exemption of any Notes under any state securities or blue sky laws, the Issuer shall use its best efforts to obtain the withdrawal or lifting of such order at the earliest possible time.
(b) Prior to the completion of the distribution of the Notes (as determined by the Initial Purchaser), the Issuer and the EU/UK Retention Holder shall cooperate with, and promptly take such action as directed by, the Initial Purchaser and counsel to the Initial Purchaser in connection with the registration or qualification of, or a notice or exemption filing for, the Notes for offer and sale under the securities or blue sky laws of such jurisdictions as the Initial Purchaser may request and to continue such registration, qualification, notice or exemption filing in effect so long as required and to file such consents to service of process or other documents as may be necessary in order to effect such registration, qualification, notice or exemption filing; provided that neither Issuer nor the EU/UK Retention Holder the shall be required in connection therewith to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process or taxation other than as to matters and transactions relating to the Offering Document, in any jurisdiction in which it is not now so subject.
(c) Each of the Issuer and the EU/UK Retention Holder shall use its reasonable best...
UNDERTAKINGS BY THE ISSUER. 1. The Issuer will make available to the Municipal Advisor financial data and information concerning the Issuer’s fiscal operation. Issuer officials and staff will be responsible for collecting, assembling and organizing the documentation essential to its financing activities and disclosure responsibilities and drafting and distribution of Offering Documents and other disclosure documents relating to the Obligations.
2. The Issuer will work with bond counsel who will issue an approving legal opinion to accompany the issuance of the Obligations, and also with appropriate Issuer’s local legal counsel with respect thereto. Additionally, the Issuer will either retain or work with counsel to advise it as to the adequacy of disclosure and to assist with the preparation of the Offering Documents or other official documents relating to the Obligations.
UNDERTAKINGS BY THE ISSUER. 6.1 Non-satisfaction of conditions precedent: If, at any time after entering into a Relevant Agreement under Clause 2 (Issuing Notes) and before the issue of the relevant Notes, the Issuer becomes aware that any of the conditions specified in Clause 3.2 (Conditions Precedent to Any Issue of Notes) will not be satisfied in relation to that issue, the Issuer shall forthwith notify the Relevant Dealer(s) to this effect giving full details thereof.
UNDERTAKINGS BY THE ISSUER. The Issuer agrees to be bound by the covenants set out in this Clause relating to it and, where the covenant is expressed to apply to its Subsidiaries, the Issuer must ensure that each of its Subsidiaries performs that covenant.
UNDERTAKINGS BY THE ISSUER. The Issuer undertakes with the Joint Bookrunners and each of them as follows:
UNDERTAKINGS BY THE ISSUER. The Issuer undertakes with the Subscriber as follows:
UNDERTAKINGS BY THE ISSUER. The Issuer undertakes with the Managers as follows:
