Additional Obligations of the Company. The Company shall:
(a) At least three (3) Business Days before filing the Mandatory Registration Statement, furnish to counsel selected by the Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports that have been filed via XXXXX which may be incorporated or deemed to be incorporated by reference thereto), and the Company shall in good faith consider any reasonable comments of such counsel received at least one (1) Business Day prior to filing.
(b) Promptly notify the Holders when the Mandatory Registration Statement is declared effective by the Commission. The Company shall respond as promptly as reasonably practicable to any comments received from the Commission with respect to the registration statement or any amendments thereto and shall furnish to the Holders, upon request, any comments of the Commission staff regarding the Holders. The Company shall promptly file with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act after the Company concludes that the staff of the Commission has no further comments on the filing.
(c) Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.
(d) Use commercially reasonable efforts to register and qualify the securities covered by the Mandatory Registration Statement under such other securities or Blue Sky laws of such U.S. jurisdictions as shall be reasonably requested by the Holders unless an exemption from registration and qualification exists; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, file a general consent to service of process or subject itself to general taxation in any such states or jurisdictions.
(e) Promptly notify each Holder of Registrable Securities covered by the Mandatory Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statemen...
Additional Obligations of the Company. The Company agrees that on or prior to the tenth day after the Closing Date, the Company shall provide the Trustee with a written notification, substantially in the form of Exhibit J attached hereto, relating to each Class of Certificates, setting forth (i) in the case of each Class of such Certificates, (a) if less than 10% of the aggregate Certificate Principal Balance or Notional Amount of such Class of Certificates has been sold as of such date, the value calculated pursuant to clause (b)(iii) of Exhibit J hereto, or, (b) if 10% or more of such Class of Certificates has been sold as of such date but no single price is paid for at least 10% of the aggregate Certificate Principal Balance or Notional Amount of such Class of Certificates, then the weighted average price at which the Certificates of such Class were sold and the aggregate percentage of Certificates of such Class sold, (c) the first single price at which at least 10% of the aggregate Certificate Principal Balance or Notional Amount of such Class of Certificates was sold, or (d) if any Certificates of each Class of Certificates are retained by the Company or an affiliate corporation, or are delivered to the Seller, the fair market value of such Certificates as of the Closing Date, (ii) the Prepayment Assumption used in pricing the Certificates, and (iii) such other information as to matters of fact as the Trustee may reasonably request to enable it to comply with its reporting requirements with respect to each Class of such Certificates to the extent such information can in the good faith judgment of the Company be determined by it.
Additional Obligations of the Company. When the Company is required to effect the registration of Registrable Securities under the Securities Act pursuant to Section 2.1 of this Agreement, subject to Section 2.2 hereof, the Company shall:
(a) prepare and file with the Commission such amendments and supplements as to the Registration Statement and the Prospectus used in connection therewith as may be necessary (i) to keep such Registration Statement effective and (ii) to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities covered by such Registration Statement, in each case for such time as is contemplated in Section 2.1;
(b) furnish, without charge, to the Holders such number of copies of the Registration Statement, each amendment and supplement thereto (in each case including all exhibits), and the Prospectus included in such Registration Statement (including each preliminary Prospectus) in conformity with the requirements of the Securities Act as the Holders may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by the Holders;
(c) notify the Holders: (i) when the Registration Statement, any pre-effective amendment, the Prospectus or any prospectus supplement related thereto or post-effective amendment to the Registration Statement has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or threat of any proceedings for that purpose, and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose;
(d) promptly use commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement, and, if any such order suspending the effectiveness of a Registration Statement is issued, shall promptly use commercially reasonable efforts to obtain the withdrawal of such order at the earliest possible moment;
(e) following receipt of a Demand Registration Notice and thereafter until the sooner of completion, abandonment or termination of the offering or sale contemplated thereby and the expiration of the period during which the Co...
Additional Obligations of the Company. In connection with the registration of the Registrable Securities, the Company shall have the following additional obligations:
(a) Except as otherwise expressly provided in this Agreement, the Company shall use its best efforts to keep the Registration Statement effective pursuant to Rule 415 under the 1933 Act at all times during the Registration Period after such Registration Statement is initially declared effective.
(b) The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) filed by the Company shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period after such Registration Statement is initially declared effective, and, at all times during such period, shall comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of. In the event the number of shares of Common Stock included in a Registration Statement filed pursuant to this Agreement (excluding piggyback registrations as provided for in Section 2(c) above) is insufficient to cover all of such Registrable Securities, the Company shall amend the Registration Statement and/or file a new Registration Statement so as to cover all of the Registrable Securities as soon as practicable, but in no event more than twenty (20) business days after the Company first determines (or reasonably should have determined) the need
Additional Obligations of the Company. 12.1 In addition to other obligations set forth herein, the Company agrees as follows:
(a) To use all reasonable endeavours to procure and maintain all licenses, approvals and government authorisations necessary to provide the Space Segment for provision of the Services by the LESO hereunder and to comply with all statutes, by-laws, regulations and requirements of any government or other competent authority applicable to the Company;
(b) Notwithstanding the provisions of Clause 12.1(a) above, the procurement or maintenance of all licences, approvals or authorisations shall be at the reasonable discretion of the Company, in any country where the relevant authority imposes fiscal or other requirements as a condition of granting such licence and such licences or conditions are likely to give rise to a financial liability on the Company during the term of this Agreement, subject to the following procedure being implemented:
(i) as soon as possible after notification of such fiscal or other requirements, the Company shall inform all LESOs of the country requirements;
(ii) the Company shall consult with any LESO that wishes to provide the Services in such a country with a view to apportionment of costs between the Company and all other LESOs that wish to provide Services in that country or structuring the delivery of the Services in a manner that will comply with the requirements of the relevant authority;
(iii) where the Company and the LESOs are unable to reach agreement on such an arrangement the Company may elect not to pursue a licence in that country or may rescind an already existing licence in that country;
(iv) the total liability of the Company in relation to all such licences or authorisations for all countries in any calendar year shall not exceed ****% (****) per annum of the total revenue of the Company generated by all Services in the immediately preceding calendar year;
(v) allocation of funds available between such countries shall be at the reasonable discretion of the Company;
(vi) where additional LESOs commence the provision of Services in that country, they will be required to contribute to the overall costs of maintaining such a presence in that country on the same basis as all other LESOs providing Services in that country;
(vii) For the avoidance of doubt, the provisions of Clauses 9.5 and 9.6 shall not apply to the additional costs that may arise under this Clause pursuant to any arrangement entered into by the Company and the LESO.
(c) ...
Additional Obligations of the Company. In addition to the obligations assumed by THE COMPANY at the preceding clauses, during all the term this agreement will be in force, it also will have the following:
a) To carry out the exploration and exploitation at THE LOTS in the best possible manner, according to the most appropriate and rational mining practices and in accordance with all legal dispositions, executing enough exploration works in order to fulfil with the provisions of the Mining Law and its Regulations and not to stop the exploration and exploitation works without a justified cause;
b) To undertake and fulfil with the obligations to prepare and file the exploration assessment works and to pay the duties on mining concessions;
c) To permit THE CONCESSIONAIRE or his representatives to inspect the works that will be carried out in THE LOTS, on the dates and hours mutually agreed not to interfere with the activities that would be being carried out and for safety reasons. Likewise, it will permit THE CONCESSIONAIRE o his representatives, the access to all information related to said works, specially, when existing, to metallurgical balances on the production obtained in THE LOTS;
d) To undertake and fulfil with the obligations of Police and Security of the mine works and those of environmental control; and
e) To maintain THE LOTS in good shape as to their exploration and exploitation conditions. If at any moment during the term of this agreement THE COMPANY would not fulfil with the obligations assumed by it and specially with those mentioned in this Clause, THE CONCESSIONAIRE will have the right to terminate this agreement under the terms of Clause Tenth hereinbelow, independently of their right to ask an indemnification for damages.
Additional Obligations of the Company. DWEB agrees that, in connection with this agreement, it will indemnify Perry from all claims, liability, costs or other expenses (including reasonable attorneys' fees) incurred by Perry as a result of any inaccurate information concerning Perry provided by DWEB or any of its officers or directors to Perry, or as a result of any breach by DWEB of any of the terms and conditions of this agreement. If, in DWEB's judgment, any material non-public information concerning DWEB cannot be revealed, DWEB will advise Perry that a quiet period is in effect. DWEB will not conduct any unsolicited email campaigns without Perry's specific written consent for any such campaign.
Additional Obligations of the Company. 3.1. Continued Effectiveness of Registration Statement. Subject to the limitations set forth in Section 3.5, the Company will use its reasonable best efforts to keep the Registration Statement covering the Registrable Securities effective under Rule 415 at all times during the Registration Period.
Additional Obligations of the Company. When the Company is required to effect the registration of Registrable Securities under the Securities Act pursuant to Section 2.1 of this Agreement, subject to Section 2.3 hereof, the Company shall:
Additional Obligations of the Company. The Company agrees that, in connection with this Agreement, it will indemnify Consultant from all claims, liability, costs or other expenses incurred (including reasonable attorney's fees) by Consultant as a result of any inaccurate or misleading information concerning the Company provided by the Company or any of its officers or directors to Consultant, or as a result of any breach by the Company of any of the terms and conditions of this Agreement or commission of acts illegal under securities laws by the Company or its officers or directors. The Company will not give Consultant material non-public or other confidential information that Consultant should not be disseminating.
