Undertakings of the Company Sample Clauses

Undertakings of the Company. 7.1 The Company hereby irrevocably undertakes that (a) If the execution and performance of this Agreement and the grant of the Equity Transfer Option, the Asset Purchase Option or the Capital Increase Option hereunder are subject to any consent, permission, waiver or authorization of any third party or the approval, permit, waiver, registration or filing (if required by law) of any government authority, it will use its best effort to assist to meet the above conditions. (b) Without prior written consent of the WFOE, it will not assist or permit the Existing Shareholders to transfer or otherwise dispose of any Option Equity or create any security interest or other third party’s right over the Option Equity. (c) Without prior written consent of the WFOE, it will not transfer or otherwise dispose of any material Assets (except for the disposal occurred in the ordinary course of business) or create any security interest or other third party’s right over the Assets. (d) It will not take or permit any action or behavior that may have adverse effect on the WFOE’s interest hereunder, including but not limited to any action or behavior subject to Article 6.1. (e) It will immediately, without any delay, notify the WFOE of any circumstance that the Option Equity held by any Existing Shareholder may be transferred to any third party other than the WFOE and/or its designated entity and/or individual due to any applicable law, the decision or award of any court or arbitrator, or any other reasons, once it knows or should have known such circumstance. 7.2 Once the WFOE issues the Exercise Notice, (a) The Company shall procure the Existing Shareholders to agree, through shareholders’ resolution or taking of other necessary actions, to the transfer of the whole Transfer Assets from the Company to the WFOE and/or its designated entity and/or individual at the Transfer Price, or to the reduction of capital of the Company, and to allow the WFOE and/or its designated entity and/or individual to subscribe for the whole Capital Increase Equity at the Capital Increase Price, as the case may be; (b) with respect to the Asset Purchase Option, the Company will immediately sign the asset transfer agreement with the WFOE and/or its designated entity and/or individual, transfer the whole Transfer Assets to the WFOE and/or its designated entity and/or individual at the Transfer Price, and provide necessary support to the WFOE (including providing and executing all related legal document...

Undertakings of the Company. 10.1. If there is any consent, license, waiver or authorization required to be obtained from any third person or any approval, permit, exemption of any government authority, or any registration or filing formalities (if required by laws) with any government authority in respect of the execution and performance of this Agreement and the equity pledge under this Agreement, the Company will endeavor to assist in obtaining and keeping in full force and effect such documents during the term of this Agreement.. 10.2. Without the prior written consent of Pledgee, it will not help or permit Pledgors to create any new pledge or any other security interests on the Pledged Equity. 10.3. Without the prior written consent of Pledgee, it will not help or permit Pledgors to transfer the Pledged Equity. 10.4. When there is any lawsuit, arbitration or other claim which may have adverse effects on the Company, the Pledged Equity or the interests of Pledgee under the VIE Agreements, the Company assures that it will timely notify Pledgee in writing as soon as possible, and as reasonably requested by Pledgee, take all necessary measures to ensure the pledge interests of Pledgee in the Pledged Equity. 10.5. The Company undertakes to complete the registration procedures for the extension of the term of operation of the Company within three (3) months prior to the expiration of the term of operation of the Company in order for the validity of this Agreement to continue. 10.6. The Company shall not engage in or permit any action or act that may have adverse effects on the interests or Pledged Equity of Pledgee under the VIE Agreements. 10.7. The Company assures that, as reasonably requested by Pledgee, it will take all measures and execute all documents (including but not limited to the supplements to this Agreement) necessary to ensure the pledge interests of Pledgee in the Pledged Equity and the exercise and realization of such rights. 10.8. When the exercise of the pledge rights hereunder causes any transfer of the Pledged Equity, the Company assures that it will take all measures to realize such equity transfer.

Undertakings of the Company. Based upon the statements, representations, and undertakings of the Agency and subject to the conditions set forth herein and in the Preliminary Resolution, the Company agrees as follows: (a) The Company shall use all reasonable efforts necessary or desirable to enter into a contract or contracts for the acquisition of the Facility (to the extent not heretofore acquired) and on the terms and conditions set forth in the Lease Agreement, transfer to the Agency, or cause to be transferred to the Agency, title to or a leasehold interest in, the Facility. (i) To the extent the Agency is not defended and indemnified under a policy of insurance maintained by the Company, and subject to any subrogation waivers contained in the Lease Agreement, the Company shall defend and indemnify the Agency and hold the Agency harmless from all losses, expenses, claims, damages and liabilities arising out of or based on: (1) labor, services, materials and supplies, including equipment, ordered or used in connection with the acquisition of the Facility and installation of equipment in the Facility (including any expense incurred by the Agency in defending any claims, suits or actions which may arise as a result of any of the foregoing) except that the Company shall not be required to indemnify the Agency for the willful or grossly negligent conduct of the Agency, its employees, agents, or representatives; or (2) any untrue statement or alleged untrue statement of a material fact necessary in order to make the statements herein, in the light of the circumstances under which they were made, not misleading. (ii) The Company shall not permit to stand, and shall at its own expense take all steps reasonably necessary to remove, any mechanic’s or other liens against the Facility for labor for the construction, renovation, installation, furnishing and equipping of the Facility. (iii) To the extent the Agency is not defended and indemnified under a policy of insurance maintained by the Company, and subject to any subrogation waivers contained in the Lease Agreement, the Company shall indemnify and hold the Agency harmless from all claims and liabilities for loss or damage to property or any injury to or death of any person that may be occasioned subsequent to the date hereof by any cause whatsoever in relation to the Project, including any expenses incurred by the Agency in defending any claims, suits or actions which may arise as a result of the foregoing, except that the Company shall n...

Undertakings of the Company. The Company hereby agrees and irrevocably undertakes to the Pledgee as follows: 10.1 If the execution and performance of this Agreement and the Pledge of Equity Interest hereunder are subject to any consent, permission, waiver or authorization of any third party or the approval, permit, waiver, registration or filing (if required by law) of any government authority, it will use its best effort to assist to obtain the same and maintain the same fully valid during the term of this Agreement. 10.2 Without the prior written consent of the Pledgee, the Company will not assist or permit the Pledgors to create any new pledge or other security interest over the Pledged Equity Interest.

Undertakings of the Company. 7.1 If the consent, permit, waiver or authorization of any third party or the approval, permit, exemption or any registration or filing (if legally required) with any government authority is necessary for the execution and performance of this Agreement and the grant of the Call Option herein, the Company will use its best efforts to assist in the fulfillment of the above conditions. 7.2 Without the prior written consent of the WFOE, the Company shall not assist or permit the Existing Shareholders to transfer, or otherwise dispose of, or create any encumbrances or third party rights on any Option Equity. 7.3 The Company shall not conduct or permit any activities or actions which may adversely affect the interest of the WFOE under this Agreement.

Undertakings of the Company. The Company agrees with each of the Underwriters: (a) during the period of six months following the admission of the New Shares to trading, to take such actions as set out in § 45(1) no. 4 German Stock Exchange Act (Börsengesetz), if during this period any such correction of an initially inaccurate or incomplete statement in the Offer Documents is, in the judgement of the Company, after consultation of the Process Bank and its counsel, advisable under the circumstances; (b) to prepare all amendments or supplements to the Offer Documents necessary in order to comply with the applicable legal requirements, in a form approved by the Joint Bookrunners (such approval not to be unreasonably withheld); and to advise the Underwriters of any issuance by any governmental or regulatory authority of any order preventing or suspending the use of any Offer Document or the initiation or threatening of any proceeding for that purpose; (c) to make no amendment or supplement to the Offer Documents without (i) first consulting the Joint Bookrunners and, (ii) except as required by applicable law or stock exchange regulation, having received the prior written consent of the Joint Bookrunners, such consent not to be unreasonably delayed or withheld; (d) to furnish the Underwriters free of charge with copies of the Offer Documents and any amendments or supplements thereto in such quantities as the Underwriters may from time to time reasonably request, and if any of the Underwriters is required to deliver an Offer Document in connection with sales of any of the New Shares not sold in the Offering at any time prior to the expiration of six months after the Second Closing Date, upon the relevant Underwriter’s request but at the expense of such Underwriter to prepare and deliver as many copies as the relevant Underwriter may reasonably request of an amended Offer Document or a supplement to the Offer Document to facilitate such sale; (e) to apply the net proceeds from the Offering as described in the German Prospectus under the caption “Gründe für das Angebot und Verwendung des Emissionserlöses”, in the International Offering Circular under the caption “Reasons for the Offering and Use of Proceeds” and in the U.S. Prospectus under the caption “Use of Proceeds”; (f) to notify the Underwriters of any change affecting any of the warranties in Article 5(1) hereof at any time before the payment is made on each Closing Date, and that it will take all steps that may be reasonably expected ...

Undertakings of the Company. (a) The Company shall include in any documentation required to be prepared by the Company in connection with any Underwritten Offering Request, including any regulatory filing, (i) the number of Class B Stock of the Company requested to be included in the Underwritten Offering by the Shareholders who have made the Underwritten Offering Request and (ii) the Class B Stock of the Company of any other Shareholders who shall have made a written request to the Company for inclusion in such Underwritten Offering (which request shall specify the maximum number of Class B Stock intended to be disposed of by such Shareholder) within 20 days after receipt of the Underwritten Offering Request Notice. (b) The Company shall, as expeditiously as possible following a Underwritten Offering Request use its reasonable best efforts to (i) effect such filings under the Argentine and United States securities laws relating to the Capital Stock of the Company which the Company has been so requested to include in the Underwritten Offering, for distribution in accordance with the intended method of disposition specified in the Underwritten Offering Request and (ii) if requested by the Shareholders of Capital Stock of the Company who have made the Underwritten Offering Request, obtain authorization in Argentina and the United States, as applicable, to effect the Underwritten Offering. In connection with the Company’s obligations under Sections 5.1 hereof, the Company will use its reasonable best efforts to permit the sale of such Company Shares by the Shareholders in accordance with the intended method or methods of distribution thereof under applicable law, as expeditiously as reasonably practicable, and in connection therewith the Company will: (i) (A) prepare the applicable required registration and/or listing documents including all exhibits and financial statements required under applicable law to be filed therewith (such documents, collectively “Filing Documents”), and such Filing Documents shall comply as to form with the requirements of the applicable form and include all financial statements required by the CNV, the BCBA or any other governmental authority, to be filed therewith and all information reasonably requested by the lead managing underwriter or sole underwriter, if applicable, to be included therein, (B) use its reasonable best efforts to not take any action that would cause the Filing Documents, taken as a whole, to contain a material misstatement or omission nec...

Undertakings of the Company. In order to facilitate financing, the Company shall afford to the Investment Adviser and its representatives full and complete access to all of its properties and records and the full cooperation of management in the prompt preparation of a confidential placement memorandum containing all of the information the Investment Adviser may deem necessary to effect the successful placement of the transaction.

Undertakings of the Company. The Company must not without the prior consent of the Lenders: 2.2.1 make any payment whatsoever in respect of the Subordinated Debt other than a Permitted Subordinated Debt Payment; or 2.2.2 secure, in any manner, all or any part of the Subordinated Debt; or 2.2.3 defease, in any manner, all or any part of the Subordinated Debt; or 2.2.4 give any financial support (including the taking of any participation, the giving of any guarantee or other assurance or the making of any deposit) to any person in connection with all or any part of the Subordinated Debt; or 2.2.5 procure any other person to do any of the acts or take any of the actions referred to paragraphs 2.2.1 to 2.2.4 above.

Undertakings of the Company. So long as the Deposited Shares are represented by GDRs, the Company will: use its reasonable endeavours to procure the appointment of a successor depositary as soon as reasonably possible following the giving of a notice of the removal of the Depositary or the receipt of a notice of resignation from the Depositary, such appointment to take effect from the date of removal or resignation specified in such notice; 7.1 inform the Depositary if any Shares issued by it which may be deposited under Condition 1 do not, by reason of the date of issue or otherwise, rank pari passu in all respects with the other Deposited Shares and of the total number of the Company's issued and outstanding Shares upon request for such information by the Depositary to the Company and provide forthwith upon request such additional information, facilities and assistance as may reasonably be requested by the Depositary to enable it to discharge the trusts, powers, rights and duties vested in it hereunder or under the Conditions; 7.2 unless prohibited by applicable law or regulation, give its consent to, and, if requested, use all reasonable endeavours to facilitate, any distribution, sale or subscription (which, without limitation, shall not include any registration of such distribution, sale or subscription under the Securities Act) by the Depositary or the Holders pursuant to Condition 4, 5, 6, 7 or 10 (including the obtaining of legal opinions from counsel reasonably satisfactory to the Depositary and the Company concerning such matters as the Depositary may reasonably specify) and subject to the penultimate paragraph of Condition 7; 7.3 to the extent reasonably practicable take such action as may be required in obtaining or filing any authorisation, consent, registration, permit or report under Condition 11.2 and Clause 8.4; 7.4 send, in electronic form, to the Depositary (so long as any GDR is outstanding) one copy in the English language (and shall make available to the Depositary, Custodian and each Agent as many further copies as they may reasonably require to satisfy requests from Holders) of in respect of the financial year ending on 31 December 2018 and in respect of each financial year thereafter financial statements for such financial year in respect of the Company, prepared in conformity with International Financial Reporting Standards and reported upon by independent public accountants selected by the Company, as soon as practicable (and in any event within 180 days) af...