Investor Undertaking. Investor covenants that it will not sell, transfer, assign, hypothecate or pledge in any way any of the Shares or the Warrant Shares unless the resale of the Shares or Warrant Shares, as applicable, have been registered for resale under the Securities Act and in compliance with applicable prospectus delivery requirements, if any, or otherwise in compliance with the requirements of an available exemption from registration under the Securities Act and the rules and regulations promulgated thereunder. Investor further agrees to indemnify the Company against any loss, cost or expenses, including reasonable expenses, incurred as a result of such legend removal on Investor’s behalf.
Investor Undertaking. The Investor understands that (i) neither the Warrants nor the Warrant Shares may be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Investor, in a form reasonably acceptable to the Company, to the effect that such Warrants or Warrant Shares, as applicable, to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Investor provides the Company with reasonable assurance that such Warrants or Warrant Shares, as applicable, can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); and (ii) any sale of the such Warrants or Warrant Shares, as applicable, made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of such Warrants or Warrant Shares, as applicable, under circumstances in which the seller (or the Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Investor Undertaking. Investor covenants that he will not sell, transfer, assign, hypothecate or pledge in any way any of the Shares or the Warrant Shares issued without a Securities Legend in accordance with Section 6 hereof except for sales (A) in accordance with the terms of the “Plan of Distribution” section of the prospectus contained in the Registration Statements (as defined herein) and in compliance with prospectus delivery requirements or (B) in accordance with the requirements of Rule 144 under the 1933 Act. Investor further agrees to indemnify the Company against any loss, cost or expense, including reasonable expenses, incurred as a result of such legend removal on Investor’s behalf.
Investor Undertaking. The Investor hereby undertakes to vote all of its Series D-1 Preferred Stock to approve any amendments to the certificates of designation governing the rights of the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock as mutually agreed among the holders of such Preferred Stock and the Company.
Investor Undertaking. Investor covenants that it will not sell, transfer, assign, hypothecate or pledge in any way any of the Shares unless the resale of the Shares has been registered for resale under the Securities Act and in compliance with applicable prospectus delivery requirements, if any, or otherwise in compliance with the requirements of an available exemption from registration under the Securities Act and the rules and regulations promulgated thereunder.
Investor Undertaking. 15.1 Subject to Clause 15.2, the Investor undertakes that for as long as Clause 14 applies (as provided in Clause 14.1), neither it nor any CDB Group Member will, directly or indirectly, without the prior written consent of Barclays, acquire any interest in a major banking institution with global operations (an “International Bank”) where the Investor’s relationship with the International Bank also involves a significant mutual business collaboration of a nature similar to that provided for in the Strategic Partnership Memorandum (whether or not the geographical extent of that collaboration is as significant as contemplated in the Strategic Partnership Memorandum). For the avoidance of doubt, the foregoing shall not restrict or prejudice the Investor’s ability to make one or more financial investments in an International Bank where there is no collaboration as aforesaid.
Investor Undertaking. Investor covenants that it will not sell, transfer, assign, hypothecate or pledge in any way any of the Shares unless (a) the resale of the Shares has been registered for resale under the Securities Act and in compliance with applicable prospectus delivery requirements, if any, or otherwise in compliance with the requirements of an available exemption from registration under the Securities Act and the rules and regulations promulgated thereunder; and (b) the applicable “hold period” under Canadian Securities Laws has expired, or the Shares are qualified pursuant to a prospectus, or an exemption from the prospectus requirements is available under Canadian Securities Laws. Investor further agrees to indemnify the Company against any loss, cost or expenses, including reasonable expenses, incurred as a result of such legend removal on Investor’s behalf.
Investor Undertaking. Such Investor understands that (i) none of the Securities may be offered for sale, sold, assigned or transferred unless (A) subsequently registered under the Securities Act, (B) such Investor shall have delivered to the Company (if requested by the Company) an opinion of counsel to such Investor, in a form reasonably acceptable to the Company, to the effect that such Securities may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Investor provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of such Securities under circumstances in which the seller (or the Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Commission promulgated thereunder.
