PARENT’S UNDERTAKINGS Clause Samples
The "Parent's Undertakings" clause sets out the specific promises or obligations that a parent company agrees to fulfill, typically in support of its subsidiary's commitments under an agreement. This may include ensuring the subsidiary's compliance with contractual terms, providing financial support, or refraining from actions that could negatively impact the agreement. By clearly defining the parent's responsibilities, this clause provides assurance to the other party and helps mitigate risks associated with the subsidiary's performance or solvency.
PARENT’S UNDERTAKINGS. The below undertakings (other than the undertakings under paragraph (a) below) are agreed on the basis that they are intended only to apply on a temporary basis during the Negotiation Period and will need to be revisited and put on a more permanent footing as part of the amendment and extension requests issued in connection with implementing the Parent’s proposals for the recapitalisation of the Group. The below undertakings shall apply in addition to and shall not waive or release any existing obligation on any Obligor under the Facility Agreement. The Parent undertakes to the Agent on behalf of the Finance Parties, which undertakings shall be considered given by the Parent’s acceptance of the terms set out in this letter, that (save as the Agent (acting on the instructions of the Required Lenders) may otherwise agree in writing):
(a) it shall:
(i) by no later than 16 May 2016 provide to the Co-Com and Co-Com Advisors an indicative legal analysis prepared by the Parent and its advisors for contingency planning purposes including without limitation in respect of (1) the potential use of an English and/or local law scheme of arrangement to implement a non-consensual restructuring, (2) the potential use of a US Chapter 11 plan of reorganisation to implement a non-consensual restructuring, and (3) the potential legal impact on the Parent of a change in governing law, in each case with respect to the Group Facility Agreements and any other instrument relating to Financial Indebtedness of any member of the Group;
(ii) by no later than 16 May 2016, present to the Co-Com and the Co-Com Advisors its proposals for the recapitalisation of the Group broadly consistent with the proposals presented by the Parent to the Co-Com at the meeting between the Parent and the Co-Com on 10 March 2016 and showing sustainability of funding through 2020, accompanied by an updated financial model with assumptions based on updated feedback from Fearnleys and in respect of cost items assumptions based on any guidance provided by the Parent to the capital markets;
(iii) by no later than 30 June 2016, present to the lenders and each of the facility agents under the Group Facility Agreements for approval amendment and extension requests setting out its proposals for the recapitalisation of the Group showing sustainability of funding through 2020 (taking into account input from the Co-Com and the Co-Com Advisors);
(iv) at any time after the presentation of amendment and extension requests...
PARENT’S UNDERTAKINGS. Parent will not, directly or indirectly, take (and will use reasonable efforts to prevent any affiliate of Parent from taking) any action that would cause the Merger not to be treated as a reorganization within the meaning of Section 368(a) of the Code or would prevent or impede the Merger from qualifying as a "pooling of interests" for accounting purposes. Parent shall as promptly as practicable following the date hereof apply for approval for listing of Parent Common Stock to be issued pursuant to the Merger on the Nasdaq National Market upon official notice of issuance.
PARENT’S UNDERTAKINGS. 5.2.1 Except as expressly provided in this Agreement, without the prior written Consent of Company, which shall not be unreasonably withheld, conditioned or delayed, and to the extent permitted under Applicable Law, during the Interim Period, the Parent will not and will cause each of its Subsidiaries to: (i) not take any action that would or would reasonably be expected to prevent, materially impair or materially delay the ability of the Company, Parent or Merger Sub to consummate the transactions contemplated by this Agreement or the other Transaction Agreements, (ii) conduct its operations in all material respects in the ordinary and usual course of business consistent with past practice, and (iii) use its reasonable best efforts to preserve intact its corporate existence.
5.2.2 Without limiting the generality of the foregoing, except as expressly provided in this Agreement, without the prior written Consent of Company, which shall not be unreasonably withheld or delayed, during the Interim Period, the Parent will not and will not permit any of its Subsidiaries (unless required by Applicable Law after consultation with counsel): (i) make or pay any dividend or other distribution (whether in cash, stock or property, any combination thereof or otherwise) in respect of its Capital Stock or any other equity securities or equity equivalents of Parent or any of its Subsidiaries, or (ii) purchase or otherwise acquire or any of its securities; provided that Parent may repurchase or otherwise acquire shares in connection with (a) the applicable plans, agreements or arrangements pursuant to which any option, warrant or other right to purchase equity interests of Parent (each, a “Parent Option”) has been issued or may be issued in effect as of the date of this Agreement, (b) the acceptance of Parent Common Stock as payment for the per share exercise price of any Parent Option or as payment for Taxes incurred in connection with the exercise, vesting and/or settlement of any Parent Option, in each case in accordance with the applicable plans described in clause (a) of this Section 5.2.2, or (c) the forfeiture of any Parent Option.
PARENT’S UNDERTAKINGS. From and after the Effective Time, Parent will not, directly or indirectly, take or fail to take (and will use reasonable efforts to prevent any of its affiliates from taking or failing to take) any action that would cause the Merger not to be treated as a reorganization within the meaning of Section 368(a) of the Code; provided that the foregoing shall
PARENT’S UNDERTAKINGS. Parent undertakes that:
(a) During the Earn-out Period, it shall provide resources to the Company to enable the Company to meet the Milestones consistent with the Business Plan, provided, however, that if (i) the Company’s actual cumulative Net Revenue for any period of three consecutive calendar months during the Earn-Out Period is less than *** of the projected Net Revenue for such period set forth in the Business Plan or (ii) the Company's actual cumulative Net Revenue from the commencement of the Earn-out Period through the end of any calendar month shall be *** or more lower than the projected Net Revenue for such period set forth in the Business Plan, Parent shall be entitled to make changes to the Business Plan in its sole discretion, even if such changes adversely affect the Company's ability to meet the Milestones.
(b) During the Earn-out Period, it shall use its best efforts to ensure that no covenants in its credit agreements or indentures will restrict its ability to pay the Deferred Amount or the Contingent Payment.
(c) Until the payment of the Deferred Payment, it shall use its best efforts to maintain cash and cash equivalents and marketable securities in the aggregate amount of at least eight million U.S. Dollars ($8,000,000).
PARENT’S UNDERTAKINGS. Parent will not, directly or indirectly, take (and will use reasonable efforts to prevent any affiliate of the Company from taking) any action that would cause the Merger not to be treated as a reorganization within the meaning of Section 368(a) of the Code or any action which would cause any of the Parent's representations and warranties in this Agreement to be untrue or incorrect in any material respect, or prevent it from performing or cause it not to perform, its obligation under this Agreement. Parent shall as promptly as practicable following the date hereof apply for approval for listing of Parent Common Stock to be issued pursuant to the Merger on the NYSE upon official notice of issuance. Parent shall establish a Retention Plan substantially in accordance with the terms and provisions set forth in the PARENT SCHEDULE.
PARENT’S UNDERTAKINGS