Company Undertaking. The Company undertakes to Nestlé that all pre-clinical or clinical development by the Company relevant to the Development and Commercialization of the Products in the US and Canada have been and will be undertaken in facilities which have satisfied FDA requirements for such Development or Commercialization facilities and work.
Company Undertaking. The Company undertakes to Nestlé that all pre-clinical or clinical development by the Company relevant to the Development and Commercialization of the Products in Europe have been and will be undertaken in facilities which have satisfied European Medicines Agency requirements for such Development or Commercialization facilities and work. [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.
Company Undertaking. Subject to applicable law and the Company’s governing documents, the Company shall take all actions necessary or desirable to give effect to the agreement of the Stockholders contained in Section 1, including, without limitation, (i) ensuring that the individuals nominated by Pangaea to serve as a Pangaea Director or the Independent Director are duly and timely nominated and included in the slate of directors recommended by the Company for election by the Company’s stockholders; (ii) calling, setting a record date for, providing notice of, and holding one or more special meetings of the Company’s stockholders for purposes of elect such directors; and (iii) timely preparing (at the Company’s sole expense) such documentation as is required to hold any such meeting in accordance with applicable law and the AIM Rules or the rules of any other applicable securities exchange. Neither the Company nor the RPS Stockholders shall amend (or agree to an amendment of) the Company’s governing documents in a manner that would adversely effect the rights of Pangaea hereunder or permit the Company to circumvent its obligations under this Section 3 without the prior written consent of Pangaea. The Company shall not delegate substantially all of the governance authority and power of the Board to a committee of the Board (such as an executive committee) unless the Pangaea Directors have proportionate representation on such committee; provided that (A) the foregoing is not intended to require that one or both Pangaea Directors be appointed to any particular committees of the Board other than a committee (such as an executive committee) to which substantially all of the governance authority of the Board is delegated, and (B) for the avoidance of doubt, the foregoing does not apply to committees established by the Company’s management team (and not by the Board) even if one or more executive directors serve on such committees in their capacities as officers of the Company.
Company Undertaking. The Company undertakes that until the Board Trigger Date, unless the Lender agrees otherwise in writing, the Key Individuals shall remain directors of the Company, provided, that the obligations of the Company pursuant to this subsection 4.2 with respect to either Key Individual shall not continue for so long as that Key Individual may be dismissed as a director in accordance with the Company’s Articles of Association in effect from time to time and/or applicable law, in each case following fraud, disqualification or any other “for cause” reason pertaining to that Key Individual, or the removal of either Key Individual by an ordinary resolution of the shareholders of the Company.
Company Undertaking. The Company hereby undertakes, for the benefit of Purchaser, that it will not register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration.
Company Undertaking. 2.1 In consideration of the payment by the Customer from time to time of the Maintenance charges in accordance with the Provisions of the Agreement the Company undertakes to provide maintenance of the Equipment in accordance with clause 3.
Company Undertaking. Following a Change of Control, DP&L or DPL Inc. shall forward to the Trustees copies of (1) all election forms which have been filed or which hereinafter will be filed with the Company pursuant to the Plans, (2) any beneficiary designations filed with the Company by any Beneficiary, (3) the name of the surviving spouse of any Beneficiary participating in the SERP, as provided in Section 4.4 or 4.6 of the SERP, and (4) all information necessary or appropriate in connection with the periodic computation of Accounts for each Beneficiary. Any change in a beneficiary designation must specify the particular Plan to which it relates and will revoke all prior designations only with respect to such Plan. Absent actual notice of the contrary (which may include notice from the Beneficiary), the Trustees may treat the beneficiary designated pursuant to the then most recent election form forwarded to them by DP&L or DPL Inc. as the then current designated beneficiary for purposes of the Master Trust.
Company Undertaking. The Company shall deliver a letter to the Intermediary (the Company "Undertaking" to be lodged with the Intermediary and herein copied in Exhibit H) stating:
Company Undertaking. The Company consents to the transactions contemplated by this Agreement. The Company hereby undertakes to take all steps necessary or convenient to allow the Pledgee and Holders to exercise their rights under this Agreement including providing any opinions necessary to transfer any portion of the Pledged Securities including, if permissible under the securities laws, acknowledging any tacking of the Pledgors’ holding periods of the Pledged Securities to the holding periods of the Pledgee and Holders.
