Undertakings of the Issuer. The Issuer undertakes and guarantees to the Subscriber that:
(a) it will bear and pay (i) any stamp or other duties or taxes, including interest and penalties, payable on or in connection with the issue of the Bonds and the execution of this Agreement and (ii) any value added, turnover or similar tax payable in connection with any amount payable by it under this Agreement or otherwise in connection with the transactions envisaged by this Agreement;
(b) subject to prior approval by the Subscriber, it shall not, and shall procure that none of its subsidiaries shall, take any action which would be reasonably expected to result in the delisting or suspension of the Shares on the Principal Market or any other securities exchange and automated quotation system, and it shall comply at all times with the regulations of any such system;
(c) it will cause CACEIS Corporate Trust, acting as registrar (établissement financier en charge du suivi des titres) of the Company, to List all Shares issued from time to time at the latest with effect from the opening of business on the second (2) following Trading Day and that all Conversion Shares, subject to the Listing of the Shares already in issue remaining effective as of the issue date of such new Shares, be Listed at the latest with effect from opening of business on the second (2) Trading Day immediately following their exercise date;
(d) The share capital increase maximum thresholds authorized by the 2019 Shareholders’ Meeting Resolutions (as regards the first Tranche only) or the 2020 Shareholders’ Meeting Resolutions (as regards any other Tranches) will not be crossed;
(e) save with the prior written consent of the Subscriber, it will use the Subscription Price for the Purpose only;
(f) Save with the prior written consent of the Subscriber, it will not opt for the conversion into Shares of any of the notes issued under the Negma Agreement and shall redeem such notes in cash;
(g) Except where directly caused by the Subscriber (including the change of tax residence, absence of delivery of the tax residence statement referred to in Article 7.2), in the event that it is required that payments of principal or interest in respect of the Bonds be subject to withholding or deduction in respect of any taxes or duties whatsoever (a “Tax Deduction”), the Issuer will pay such additional amounts as may be necessary so that the Subscriber, after such withholding or deduction, receive the full amount due to the Subscriber. For that...
Undertakings of the Issuer. So long as the Debentures are outstanding the Issuer agrees to comply with each of the undertakings given by it that are set out in Schedule 4 (Positive Undertakings) and Schedule 5 (Negative Undertakings) of this Deed.
Undertakings of the Issuer. Notification of material developments
Undertakings of the Issuer. Based upon the statements, representations, and undertakings of the [Obligated Group] and subject to the conditions set forth herein and in the Preliminary Resolution, the Issuer agrees as follows:
(a) The Issuer shall authorize, sell, and deliver an issue of its Bonds, pursuant to the terms of the Act as then in force, in an aggregate principal amount presently estimated to be One Hundred Sixty-Five Million and 00/100 Dollars ($165,000,000.00) but not to exceed One Hundred Seventy Million and 00/100 Dollars ($170,000,000.00) for the purpose of financing the Project and paying necessary incidental expenses in connection therewith, and funding any debt service reserve fund to be pledged to secure the Bonds.
(b) The Issuer shall adopt, or cause to be adopted, such proceedings and authorize the execution of such documents as may be necessary or advisable for (i) the authorization, issuance, and sale of the Bonds, (ii) the financial assistance contemplated by the Project including the financing of the Project, issuance of the Bonds and providing a potential exemption from mortgage recording taxes and (iii) the loaning of the proceeds of the Bonds to the [Obligated Group], all as shall be authorized by law and be mutually satisfactory to the Issuer and the [Obligated Group].
(c) [The Issuer shall enter into an agreement to loan the proceeds of the Bonds to the [Obligated Group] pursuant to a loan agreement by and between the Issuer and the [Obligated Group] (the “Loan Agreement”), whereby the [Obligated Group] will be obligated under such agreement or loan agreement, as the case may be, among other things to make payments to the Issuer in amounts and at times so that payments will be adequate to pay the principal of, premium, if any, and interest on all such Bonds.]
(d) The Issuer shall take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. DCLDC – NUVANCE – 06.11.19_BOARD COPY
Undertakings of the Issuer. 12.1 The undertakings referred to in this Clause 12 (Undertakings of the Issuer) will apply to the issue of each Series of Bonds.
12.2 Authorisations and the conduct of business
12.2.1 The Issuer will maintain in full force and effect all consents, approvals and authorisation required by law for it to conduct its core business as conducted on the date hereof and will carry out its business in a manner preventing the occurrence of any violations of the provisions of law, and furthermore in compliance with the final administrative decisions issued with respect to Issuer, the enforceability of which has not been suspended;
12.2.2 The Issuer will have any and all corporate consents required by law and the articles of association/foundation document of the Issuer for the issue of Bonds and will fulfil its obligations under this Agreement and the Bonds.
12.3 Status of the obligations under the Bonds The Issuer will ensure that at all times the Bonds constitute unsubordinated obligations of the Issuer with the content as set out in the Terms and Conditions of Issue, that rank pari passu towards each other (subject to exceptions arising from mandatory provisions of Polish law) will be treated at least pari passu with all the other present and future unsecured and unsubordinated obligations and liabilities of the Issuer.
Undertakings of the Issuer. 3.1 The Issuer undertakes to pay to the Agent the fee referred to in Clause 4.1 (Fee payable) and the costs and expenses referred to in Clause 4.2 (Costs and expenses, indemnity) (together the “Agent Fee”).
3.2 The Issuer undertakes to promptly provide the Agent with any information that the Agent may reasonably request for the purposes of performing its services and duties under the Transaction Documents.
3.3 The other obligations of the Issuer towards the Agent are set out in the Transaction Documents.
Undertakings of the Issuer. 4.2.1. The Issuer undertakes to the Joint Trustees that it shall procure the deposit of ₦[1,272,756,569.00] from the CDSA and ISPO to the Series 1 Sinking Fund (the former shall be increased after the Principal Moratorium Period, in accordance with Clause 3.6.4) at least fifteen (15) Business Days prior to the end of every month during each year in which the Bonds remain outstanding and cause same to be deposited into the Series 1 Sinking Fund towards the accumulation of monies for principal and Coupon payment or early redemption prepayment (where applicable), in accordance with Schedule 2 hereto.
4.2.2. The Issuer irrevocably undertakes not to revoke or modify the terms under which sums from the CDSA and ISPO are deposited in the Series 1 Sinking Fund throughout the tenor of the Series 1 Bonds without the prior written consent of the Joint Trustees (such consent not to be unreasonably withheld, delayed or conditioned) and the prior approval of SEC.
4.2.3. The Issuer undertakes to punctually comply with all its undertakings and obligations, the non-compliance of which is likely to materially and adversely affect the general interests of Bondholders.
Undertakings of the Issuer. Notification of material developments
5.1 The Issuer shall promptly after becoming aware of the occurrence thereof notify each Dealer of any Event of Default or any condition, event or act which, with the giving of notice and/or the lapse of time (after an issue of Notes) would constitute an Event of Default or any breach of the representations and warranties or undertakings contained in this Agreement, the Agency Agreement or the Deed of Covenant or any of them.
5.2 If, following the time of an agreement under Clause 2 and before the issue of the relevant Notes, the Issuer becomes aware that the conditions specified in Clause 3.2 will not be satisfied in relation to that issue, the Issuer shall forthwith notify the relevant Dealer to this effect giving full details thereof. In such circumstances, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under Clause 2. Without prejudice to the generality of the foregoing, the Issuer shall from time to time promptly furnish to each Dealer copies of all periodic reports filed by the Issuer pursuant to the Exchange Act.
Undertakings of the Issuer. So long as the Bonds are outstanding, the Issuer agrees to comply with each of the undertakings given by it that are set out in Schedule 4 (Positive Undertakings) and Schedule 5 (Negative Undertakings) of this Instrument.
Undertakings of the Issuer. Subject to the fulfillment of the several conditions herein stated, the Issuer agrees as follows:
A. It will from time to time authorize or cause to be authorized the issuance and sale of the Bonds pursuant to the terms of the Act as then in force in an aggregate principal amount that is not expected to exceed $10,000,000.
B. It will adopt or cause to be adopted such proceedings and authorize the execution of such documents as may be necessary or acceptable for (i) the authorization, issuance, and sale of the Bonds upon a negotiated basis, (ii) the acquisition and construction of the Project, and (iii) the Loan Agreement relating to the Project and the Bonds, all as shall be authorized by law and upon terms which shall be mutually satisfactory to the Issuer and the Company.
C. The aggregate payments stipulated under the Loan Agreement shall be sufficient (in addition to the covenants of the Company to properly maintain and insure the Project) to pay the principal, interest on and premium, if any, on all Bonds as and when the same become due and payable and to pay all other costs associated therewith.
D. It will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertakings as it may deem appropriate.
