Acknowledgement and Undertaking. The Company agrees and acknowledges that the transactions described in Section 1.01 are intended to be exempt from Section 16(b) of the Exchange Act pursuant to the rules promulgated thereunder, applicable law and SEC releases and interpretations, and will, from time to time, as and when requested by any of the Investors, execute and deliver or cause to be executed and delivered, all such documents and instruments and take, or cause to be taken, all such further actions as any such Investor may reasonably deem necessary and desirable to facilitate and effect any such exemption.
Acknowledgement and Undertaking. The Company agrees and acknowledges that the disposition of the Notes upon the conversion thereof, any acquisition of Common Stock upon conversion of the Notes, any deemed acquisition or disposition in connection therewith, and all transactions with the Company related thereto are intended to be exempt from Section 16(b) of the Exchange Act pursuant to one or more rules promulgated thereunder (including Rule 16b-3 under the Exchange Act), applicable law and the Commission’s releases and interpretations, and the Company will, and will cause its successors and assigns to, from time to time as and when requested by any Investor, adopt appropriate resolutions of the Board of the Directors or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act, execute and deliver or cause to be executed and delivered, to the extent it may lawfully do so, all such documents and instruments (including any such resolutions of the Board of Directors or such committee thereof) and take, or cause to be taken, to the extent it may lawfully do so, all such further actions as any Investor may reasonably deem necessary and desirable, in each case to facilitate and effect any such exemption.
Acknowledgement and Undertaking. The Contractor acknowledges that the Sensitive NAPLAN Information that it may receive from ACARA under this Agreement includes sensitive Personal Information. The Contractor undertakes to comply fully with the terms of this Special Conditions Schedule. Use and storage of Sensitive NAPLAN Information The Contractor must ensure that Sensitive NAPLAN Information: is not disclosed to any other party without ACARA’s prior written approval, which: may or may not be given by ACARA acting in its absolute discretion; and may be subject to any conditions ACARA considers appropriate acting in its absolute discretion; is treated as and remains Confidential Information under this Agreement; is securely stored to prevent unauthorised physical or electronic access; is not transferred, or accessed from, outside of Australia without the prior written consent of ACARA; is only used in a manner permitted by section 40 of the ACARA Act, the Privacy Act and this Agreement; and is held in compliance with the Privacy Act. The Contractor must: ensure that any other party to whom Sensitive NAPLAN Information is disclosed in accordance with clause 3.1.1.a: is bound by any conditions prescribed by ACARA under clause 3.1.1.a.ii and by obligations substantially similar to the obligations set out in this Special Conditions Schedule; and
Acknowledgement and Undertaking. The Company agrees and acknowledges that the acquisition of the Note and A&R Notes (collectively, the “Specified Notes”), disposition of the Specified Notes upon the conversion thereof, any acquisition of Common Shares upon conversion of the Specified Notes, any deemed acquisition or disposition in connection therewith, and all transactions with the Company related thereto or contemplated thereby, now or in the future (including, for the avoidance of doubt, any actual or deemed acquisition, disposition, or exercise of the Specified Notes, the Redemption Warrants and/or Common Shares, as applicable, issued or to be issued in accordance with or as contemplated by the terms of the Agreement, the Specified Notes and/or the Redemption Warrants) are intended to be exempt from Section 16(b) of the Exchange Act pursuant to one or more rules promulgated thereunder (including Rule 16b-3 under the Exchange Act), applicable law and the SEC’s releases and interpretations, and the Company will, and will cause its successors and assigns (whether as a result of consolidation, merger, other similar transaction or otherwise) to, from time to time as and when requested by the Purchaser, adopt appropriate resolutions of the Board of Directors or a committee thereof composed solely of two or more “non-employee directors” as defined in Rule 16b-3 of the Exchange Act, execute and deliver or cause to be executed and delivered, to the extent it may lawfully do so, all such documents and instruments (including any such resolutions of the Board of Directors or such committee thereof) and take, or cause to be taken, to the extent it may lawfully do so, all such further actions as the Purchaser may reasonably deem necessary and desirable, in each case to facilitate and effect any such exemption.
Acknowledgement and Undertaking. Each Qualified Information Recipient hereby confirms and acknowledges that any or all of the Information Materials as referred to in Clause 11.1 may constitute material non-public information with respect to Geely Auto, and undertakes that it shall (and it shall procure its employees and directors to and use its commercially reasonable efforts to procure its other Representatives who have received such Information Materials from such Qualified Information Recipient or from the Company as per the request or instruction of such Qualified Information Recipient to) hold, protect and use the Information Materials that are in the possession of such Qualified Information Recipient or its Representative(s) after his/her/its receipt of such Information Materials in accordance with the applicable Laws (including but not limited to the relevant requirements or restrictions imposed by the applicable securities Laws with respect to the sale, purchase or otherwise trading of the shares of Geely Auto).
Acknowledgement and Undertaking. The Contractor acknowledges that Jurisdiction Data that it may receive from ACARA under this Contract includes Sensitive Personal Information. The Contractor undertakes to comply fully with the terms of this Special Condition Schedule. Use and storage of Jurisdiction Data The Contractor must ensure that Jurisdiction Data and Student-Level Data that has not been effectively de-identified: is not disclosed to any other party without ACARA’s prior written approval, which: may or may not be given by ACARA acting in its absolute discretion; and may be subject to any conditions ACARA considers appropriate acting in its absolute discretion; remains Confidential Information; is securely stored to prevent unauthorised physical or electronic access; is not transferred, or accessed from, outside of Australia without the prior written consent of ACARA; is only used in a manner permitted by section 40 of the ACARA Act, the Privacy Act and this Agreement; and is held in compliance with the Privacy Act. The Contractor must: ensure that any other party to whom Jurisdiction Data or Student-Level Data is disclosed in accordance with clause 3.1.a: is bound by any conditions prescribed by ACARA under clause 3.1.a.ii and by obligations substantially similar to the obligations set out in this Special Conditions Schedule; and complies with any conditions and obligations referred to in clause 3.2.i.A; and exercise any rights it may have against any other party to whom Jurisdiction Data or Student-Level Data is disclosed in accordance with clause 3.1.a in connection with that Jurisdiction Data or Student-Level Data in accordance with any direction by ACARA. If requested by ACARA, the Contractor must immediately deliver up to ACARA or destroy all copies (electronic and hard copy) of the Jurisdiction Data and Student-Level Data that has not been effectively de-identified. If the Contractor is provided with any Non-identifying Jurisdiction Data they must ensure that the Non‑identifying Jurisdiction Data is not used or disclosed in a manner that may allow that data to be combined with other data in a way that could lead to an individual to whom the data relates becoming apparent or reasonably ascertainable. Data Breach notification The Contractor must ensure that the ACARA Project Manager is immediately notified of any Security Incident or Data Breach in relation to any Personal Information held by the Contractor as a result of this Agreement or its provision of the Services in writin...
Acknowledgement and Undertaking. 2.1. The Contractor acknowledges that the Sensitive NAPLAN Information that it may receive from ACARA under this Agreement includes sensitive Personal Information.
Acknowledgement and Undertaking. The Company agrees and acknowledges that the transactions described in Article 1 and the issuance of shares of Common Stock upon exercise or conversion of the Closing Securities are intended to be exempt from Section 16(b) of the Exchange Act pursuant to one or more rules promulgated thereunder, applicable law and the Commission’s releases and interpretations, and will, from time to time as and when requested by the Investors, and will cause its successors and assigns to, execute and deliver or cause to be executed and delivered, to the extent it may lawfully do so, all such documents and instruments and take, or cause to be taken, to the extent it may lawfully do so, all such further actions as the Investors may reasonably deem necessary and desirable to facilitate and effect any such exemption.
Acknowledgement and Undertaking. Each of the Credit Parties hereby acknowledges and consents to the rights and interests of the Creditors in its property, assets and undertaking, as set forth in this Agreement, and undertakes to give full effect to the subordinations contained herein and to deal with its property, assets and undertaking in accordance with the terms of this Agreement.
Acknowledgement and Undertaking. We hereby confirm to have full knowledge of this Addendum No. 2 and to agree to its contents. THE CORPORATE GUARANTOR Signed by ) Xxxxx Xxxxxxxxx ) REEDEREI XXXXXXXX ) GMBH & CO. KG ) /s/ Xxxxx Xxxxxxxxx NEW EXHIBIT UNDERTAKING ____________________ _________________, Germany To: NORDEUTSCHE LANDESBANK GIROZENTRALE Shipping and Aircraft Finance Department Xxxxxxxxxxxxxx 00 00000 Xxxxxxxx Xxxxxxx Xxxxxxxx of Germany Fax: +00-000-0000000 __________________,20__ Loan agreement dated 19th December, 2008 (as amended by the addendum no. 1 dated 17th September, 2010 and by an addendum no. 2 dated 24th January, 2011 the “Loan Agreement”) made between, inter alia, you as agent and twelve limited partnerships of Leer, Germany (the “Borrowers” as more closely defined therein) Dear Sirs, We, __________________of ____________________, Germany, being an entity referred to in the definition of the term “Equity Provider 2” in the Loan Agreement, hereby undertake not to sell any of our shares in any of the Borrowers without your prior written consent. Sincerely, ____________________ ____________________ SCHEDULE 1 LIST OF LENDERS AND PARTICIPATION
