Undertakings. Whilst any Conversion Right remains exercisable, the Issuer and/or the Guarantor, as the case may be, will, save with the approval of an Extraordinary Resolution:
(a) not issue or pay up any Securities, in either case by way of capitalisation of profits or reserves, other than:
(i) by the issue of fully paid Ordinary Shares or other Securities to Shareholders and other holders of shares in the capital of the Guarantor which by their terms entitle the holders thereof to receive Ordinary Shares or other shares or Securities on a capitalisation of profits or reserves; or
(i) by the issue of Ordinary Shares paid up in full (in accordance with applicable law) and issued wholly, ignoring fractional entitlements, in lieu of the whole or part of a Dividend in cash; or
(ii) by the issue of fully paid equity share capital (other than Ordinary Shares) to the holders of equity share capital of the same class and other holders of shares in the capital of the Guarantor which by their terms entitle the holders thereof to receive equity share capital (other than Ordinary Shares); or
(iii) by the issue of Ordinary Shares or any equity share capital to, or for the benefit of, any employee or former employee, independent service provider providing services on a more than halftime basis or former independent service provider providing services on a more than halftime basis, director or executive holding or formerly holding executive office of the Guarantor or any of its Subsidiaries or any associated company or to trustees or nominees to be held for the benefit of any such person, in any such case pursuant to an employee, director or executive share or option scheme whether for all employees, directors, or executives or any one or more of them, unless, in any such case, the same constitutes a Dividend or otherwise falls to be taken into account for a determination as to whether an adjustment is to be made to the Conversion Price pursuant to Condition 6(b), regardless of whether in fact an adjustment falls to be made in respect of the relevant capitalisation or gives rise (or would, but for the provisions of Condition 6(f) relating to roundings and minimum adjustments or the carry forward of adjustments, give rise) to an adjustment to the Conversion Price;
(b) not modify the rights attaching to the Ordinary Shares with respect to voting, dividends or liquidation nor issue any other class of equity share capital carrying any rights which are more favourable than the rights atta...
Undertakings. The undertakings in this Condition 10 remain in force from the Issue Date for so long as any amount is outstanding under the Bonds.
Undertakings. 3.1 Undertakings of the Subordinated Debtors
(a) Except as provided below, no Subordinated Debtor may:
(i) pay, repay, prepay, redeem, pay any interest or fees, make or receive any distribution in respect of, any Subordinated Debt, whether in cash or kind from any source;
(ii) allow any Subordinated Debt to be discharged by set-off or otherwise;
(iii) allow to exist or receive the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of any of the Subordinated Debt;
(iv) allow any Subordinated Debt to be evidenced by a negotiable instrument;
(v) allow any Subordinated Debt to be subordinated to any person other than in accordance with this Agreement; or
(vi) take or omit to take any action which might impair the priority or subordination achieved or intended to be achieved by this Agreement.
(b) Notwithstanding paragraph (a) above, a Subordinated Debtor may:
(i) do anything prohibited by paragraph (a) above if the Senior Creditor agrees in writing in advance; and
(ii) make any payment to a Subordinated Creditor as permitted under the Facilities Agreement.
3.2 Undertakings of the Subordinated Creditors
(a) Except as provided below, no Subordinated Creditor may:
(i) demand or receive payment or prepayment of, or any interest fees or other distribution in respect or on account of, any Subordinated Debt, whether in cash or in kind from any source;
(ii) allow any Subordinated Debt to be discharged by set-off or otherwise;
(iii) allow to exist or receive the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of any of the Subordinated Debt;
(iv) allow any Subordinated Debt to be evidenced by a negotiable instrument;
(v) allow any Subordinated Debt to be subordinated to any other person otherwise than in accordance with this Agreement; or
(vi) take or omit to take any action which might impair the priority or subordination achieved or intended to be achieved by this Agreement.
(b) Notwithstanding paragraph (a) above, a Subordinated Creditor may:
(i) do anything prohibited by paragraph (a) above if the Senior Creditor agrees in writing in advance; and
(ii) receive any payment from a Subordinated Debtor as permitted under the Facilities Agreement.
Undertakings. 1. Financial Covenant
(a) Each of the Issuer and Guarantors shall ensure that on each Month-End Date falling on and after the date of the Trust Deed, the Liquidity Amount is an amount equal to at least €8,000,000 (the “Minimum Liquidity Covenant”).
(b) The Issuer shall confirm whether the Minimum Liquidity Covenant has been satisfied in each Compliance Certificate. In the event that the Minimum Liquidity Covenant is not satisfied as of any Month-End Date that is not the end of a Financial Quarter, the Issuer shall notify the Trustee of such breach in accordance with paragraph 2(f) (Notification of Default) of Schedule 1 (Undertakings).
(c) Each Compliance Certificate shall certify that the Minimum Liquidity Covenant has been satisfied as of each Month-End Date in the relevant Financial Quarter to which the Quarterly Report relates.
(d) No non-compliance will occur under paragraph (a) above if prior to or within ten