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.
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. The Company hereby undertakes that it shall use its best efforts to satisfy all the Supplemental Indenture Conditions Precedent as promptly as possible and in any event prior to the Long Stop Date.
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. At all times that Granite holds less than 51% of the issued and outstanding shares of the voting stock of the Company, the Company agrees that it shall not, without Granite's prior written consent, redeem or repurchase shares of its voting stock, if upon the completion of such redemption or repurchase Granite would own or be considered to own for purposes of Code Section 1563, eighty percent (80%) or more of the Company's voting stock.
Company Undertaking. 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, and (2) any beneficiary designations filed with the Company by any 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 the Company as the then current designated beneficiary for purposes of the Master Trust.
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.
