Company Undertaking Clause Samples
The "Company Undertaking" clause sets out specific promises or commitments that the company agrees to fulfill under the contract. Typically, this clause outlines obligations such as maintaining compliance with laws, providing accurate information, or performing certain actions required by the agreement. For example, the company may undertake to deliver services on time, maintain insurance, or refrain from certain activities. The core function of this clause is to clearly define the company's responsibilities, thereby ensuring accountability and reducing the risk of misunderstandings or disputes between the parties.
Company Undertaking. The Company hereby agrees that, without further authorization from the Purchaser, within five Business Days following a 40-day period that begins the day after the Closing, it will cause, pursuant to the Class A Restricted ADSs Letter Agreement, by and between the Company and the Depositary, dated as of June 23, 2022, the Depositary to register the Purchased ADSs in the name of the Purchaser in unrestricted form and free of restrictive legends.
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 undertakes to the Offshore Security Trustee and Agent (as trustee and agent for itself and each other Secured Party) that it will, from time to time, issue such Additional Cost Overrun Funding Notices pursuant to this Clause 5 as are required to ensure that it is always able to meet all Project Costs constituted by an Additional Cost Overrun Balance as and when they fall due.
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. In the event that any Excess Shares (as defined in the Articles of Association) are offered (or deemed to be offered) to the Board of Directors pursuant to Article 4C of the Articles of Association, and the Board of Directors does not complete a sale of such Excess Shares to one or more parties, or into the public market, pursuant to paragraph 8 of Article 4C, the Company hereby agrees that it shall itself purchase such Excess Shares pursuant to such Article 4C, subject to the availability of distributable reserves and available cash and to the provisions of the Articles of Association. For the avoidance of doubt, the Board or Directors may, pursuant to such paragraph 8 and in its discretion, nominate the Company to purchase such Excess Shares without first seeking to identify one or more potential third-party purchasers. References herein to paragraphs and articles of the Articles of Association shall be deemed to refer to such paragraphs and articles as the same may be renumbered or re-designated from time to time.
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.
Company Undertaking. The Company hereby undertakes, for the benefit of Pioneer, that it will not register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to a registration statement under the Securities Act, or pursuant to an available exemption from registration.