Common use of HOLDERS' UNDERTAKINGS Clause in Contracts

HOLDERS' UNDERTAKINGS. 12.1. Each Holder hereby undertakes and covenants to and in favour of the Grantor: 12.1.1. not to create or permit to subsist any mortgage, charge, assignation by way of security or other interest, agreement or arrangement having the effect of conferring security on the whole or any part of the Warrants; and 12.1.2. not to make any transfer or disposition of any Warrant or all or any portion of the "D" Preference Shares in the United States or to a United States person unless and until: 12.1.2.1. there is then in effect a registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement and all applicable federal and state securities laws; or 12.1.2.2. such Holder shall have notified the Grantor of the proposed disposition and shall have furnished the Grantor with (a) a statement of the circumstances surrounding the proposed disposition, (b) an opinion of counsel (which counsel shall be external to the Holder) addressed to the Grantor and in a form reasonably acceptable to the Grantor, that such disposition will not require registration of such securities under the 1933 Act and that all requisite action has been taken under any applicable securities laws in connection with such disposition; and (c) an undertaking that any requisite action required in the future under any applicable securities laws will be taken in a timely manner.