BUSINESS UNDERTAKINGS Clause Samples

BUSINESS UNDERTAKINGS. 11.1 The Founders severally undertake, so far as it lies within their respective power to do so, to use their reasonable endeavors to promote the best interests of the Company and so far as it lies within their respective power shall ensure that Ore Business is conducted with good business practice. 11.2 Unless otherwise agreed by an Investor Majority and Founder Consent and ▇▇▇▇ Capital Director Consent and the Series B Majority, the Company shall apply the proceeds of the subscription by the Series B Investors for the New Shares in the furtherance of the Business in accordance with the budgets adopted pursuant to clause 9.2 on the terms of this Agreement. 11.3 The Founders and the Company severally undertake to the Investors to procure, so far as it lies within their respective power to do so, that the Founders and the Company and, where applicable, each Group Company will comply with the requirements set out in Schedule 7. 11.4 Within six (6) months following the Completion. Date, the Company shall document and implement a complete transfer pricing with respect to all significant transactions among the Group Companies. 11.5 The Company agrees to use its commercially reasonable efforts to refinance the Existing Loan Notes on terms reasonably satisfactory to the Board (including the Insight Director) as soon as reasonably practicable following the Completion Date. 11.6 No later than, three (3) months following the end of the Company’s taxable year, the Company shall provide the following information to each Investor (i) the Company’s capitalization table as of the end of the last day of such taxable year and (ii) a statement from the Company setting forth whether or not, so far as the Company is aware, any Group Company was a CFC during such taxable year. Upon a determination by the Company, any Investor or any Taxing Authority that any Group Company is a CFC for any taxable year, the Company will provide prompt written notice to each Investor, and shall furnish to each Investor, on a timely basis, all information reasonably requested by such Investor that is reasonably necessary to satisfy the United States income tax return filing requirements of such Investor (or its owners) arising from its divestment in the Company and relating to any Group Company’s classification as a CFC and the amount, if any, of any Subpart F income (within the meaning of the Code) of any Group Company. 11.7 Each Group Company shall make due inquiry on at least an annual basis r...

BUSINESS UNDERTAKINGS. The Company and ICTS severally undertake to the Investors to procure that, so far as it lies within their respective power to do so, the Company shall comply with each of the requirements set out in schedule 3.

BUSINESS UNDERTAKINGS. 6.1 The Manager shall promote the best interests of the Company and ensure, so far as he is able, that the Business is conducted in accordance with the Business Plan and the Budget and with good business practice. 6.2 The Manager and the Company severally undertake to the Investors to procure, so far as it lies within their respective power to do so, that the Manager and each member of the Group will comply with the requirements set out in Schedule 3. References to the Company in Schedule 3 shall be construed as a reference to each member of the Group from time to time. 6.3 The Company will comply with the requirements set out in Schedule 5.

BUSINESS UNDERTAKINGS. 7.1. The Company shall apply the proceeds of the subscription by the Investors for the New Shares in the furtherance of the Business in accordance with the Business Plan and the Budget. 7.2. The Company each severally undertakes to the Investors to procure, so far as it lies within their respective power and authority to do so, that the Company will comply with the requirements set out in Schedule 3 (Undertakings). 7.3. The Company hereby acknowledges that one or more Investors (and any private equity funds advised or managed (directly or indirectly) by the Investors and/or their Affiliates) have sustainable investment objectives including in accordance with Articles 8 and/or 9 of SFDR. The Company shall use commercially reasonable efforts to support the Investors in complying with its SFDR-related and any other ESG obligations as they relate to the Company. 7.4. The Company shall provide the Investors access to the Group's senior management, upon reasonable notice, to discuss any questions or issues pertaining to ESG-related legal or compliance requirements. 7.5. Subject to clause 7.6, in the event that (i) the Board and (ii) an Investor Majority, have confirmed their approval to an amendment to or substitution of the Articles (the "Amendment"), each Shareholder hereby irrevocably and unconditionally agrees to exercise all voting rights available to it in his, her or its capacity as a shareholder of the Company to vote (including by way of written consent and/or resolution) all of the Shares eligible to vote then held by him, her or it, or otherwise under his, her or its control, in favour of such Amendment. 7.6. If and to the extent any Amendment: (a) is subject to any contractual consent required under this agreement being obtained by the Company or any other party to this agreement; and/or (b) would impose any new obligation on a particular Shareholder (as opposed to the holders of a class of Shares as a whole) or vary or remove an express right particular to a Shareholder under the Articles, then in each case, the Amendment shall not be effected in accordance with this clause 7 without (i) in the case of a contractual consent required under clause 7.6(a), such consent being obtained, and (ii) in the case of clause 7.6(b), the consent of the affected Shareholder to such change being obtained, provided in all cases that the creation of a new class of shares in the capital of the Company with preferential rights which rank senior to all (and not some of)...

BUSINESS UNDERTAKINGS. The Company shall apply the proceeds of the subscriptions by CPCA and PCC for the New Shares in the furtherance of the Project.

BUSINESS UNDERTAKINGS clause 11 Restrictive covenants: clause 12 Confidentiality and Announcements: clause 13

BUSINESS UNDERTAKINGS. 3.1 The Company undertakes to the Shareholders to: 3.1.1 ensure that the Business is conducted in accordance with good business practice; 3.1.2 at all times comply in all material respects with all laws and regulations applicable to it in respect of the conduct of its business; and 3.1.3 obtain and maintain in full force and effect all governmental and other regulatory consents, licences or approvals (together, "Relevant Approvals") required for the conduct of the whole or any part of its business; 3.1.4 take all such reasonable action as may be reasonably necessary to protect its Intellectual Property and/or other property and assets; and 3.1.5 maintain effective and appropriate control systems in relation to its financial, accounting and record keeping functions. 3.2 Each Shareholder shall use his reasonable endeavours to promote (so far as is lawfully possible in the exercise of his rights and powers as a shareholder of the Company) the best interests of the Company and ensure that the Business is conducted in accordance with the Business Plan (if applicable) and with good business practice for the benefit of the Company's shareholders as a whole. 3.3 The Founders hereby acknowledge that it is their intention as at the date of this Agreement is to each make available to the Company funding of up to £200,000 each in the form of an unsecured loan, subject to the performance and finance needs of the Business from time to time.

BUSINESS UNDERTAKINGS. The Company shall apply the proceeds of the subscription by the Investors and any Additional Investors for New Shares in the furtherance of its business in accordance with the Business Plan.