Undertakings by the Company Clause Samples

Undertakings by the Company. 10.1 The Company will use every effort to assist with the obtaining of any consents, permissions, waivers, authorizations of any third party or any approval, license or exemption from any governmental body or the completion of any registration or filing formalities with any governmental body (if required by law), requisite in each case for the execution and performance of this Agreement and the creation of the Equity Pledge hereunder, and will maintain the same in full force and effect during the term hereof. 10.2 Without prior written consent of the Pledgee, the Company will not assist or permit the Pledgors to create any new pledge or any other security interest on the Pledged Equity. 10.3 Without prior written consent of the Pledgee, the Company will not assist or permit the Pledgors to assign the Pledged Equity. 10.4 Should there arise any suit, arbitration or other claims which are likely to have an adverse effect on the Company, the Pledged Equities or the Pledgee’s interest under the Transaction Agreements and this Agreement, the Company undertakes that it will notify the Pledge in writing of the same as promptly as possible without delay and will, in accordance with the reasonable request of the Pledgee, take all necessary measures to ensure the Pledgee’s pledge rights and interests in and to the Pledged Equity. 10.5 The Company undertakes to complete the registration procedure to extend its business period in three (3) months before the expiry of its business period, in order to maintain the validity of this Agreement. 10.6 The Company will not do or permit to be done any act or action likely to have an adverse effect on the interest of the Pledgee under the Transaction Agreements and this Agreement or on the Pledged Equity. 10.7 The Pledgors will during the first month of each calendar quarter submit to the Pledgee the financial statements of the Company for the preceding calendar quarter, including without limitation the balance sheet, the income statement and the cash flow statement. 10.8 The Company will, in accordance with the reasonable request of the Pledgee, take all steps and execute all documents (including without limitation any supplement hereto) necessary to ensure the Pledgee’s rights and interests of pledge in and to the Pledged Equity as well as the exercise and realization by the Pledgee of such rights and interests. 10.9 Should the exercise of the rights of pledge hereunder result in an assignment of any Pledged Equity, the Compa...

Undertakings by the Company. 10.1 The Company will use every effort to assist with the obtaining of any consent, permission, waiver, authorization of any third party or any approval, license or exemption from any governmental body or the completion of any registration or filing formalities with any governmental body (if required by law), requisite in each case for the execution and performance of this Agreement and the creation of the Equity Pledge hereunder; and will maintain the same in full force and effect during the term hereof.

Undertakings by the Company. 5.1. For so long as (a) any shares or Capital Notes are issuable to the Bank and/or its subsidiaries (for the avoidance of doubt, as defined in Section 1.1.2 above) pursuant to this Agreement and (b) any securities of the Company (including Capital Notes, Warrants and shares), constituting or convertible into 5% or more of any class of voting securities (as defined in the United States Code of Federal Regulations - 12 C.F.R. Section 225.2(q)) of the Company are beneficially owned by the Bank and/or its subsidiaries (for the avoidance of doubt, as defined in Section 1.1.2 above), the Company shall use its best efforts in order: 5.1.1. that more than 50% (fifty percent) of the consolidated assets of the Company as of December 31 of each calendar year are located outside of the United States (the "ASSET TEST"); 5.1.2. that more than 50% (fifty percent) of the consolidated revenues of the Company as of December 31 of each calendar year are derived from outside the United States (the "REVENUE TEST"); 5.1.3. that the activities of the Company within the United States and the activities of the U.S. Subsidiaries are of the same kind as or support the activities of the Company or its Non-U.S. Subsidiaries outside the United States (the "SAME LINE OF BUSINESS TEST"); 5.1.4. that neither the Company nor any of its subsidiaries will conduct activities in the United States that consist of engaging in the business of banking, securities, insurance or real estate (the "FINANCIAL ACTIVITIES TEST") (for the avoidance of doubt, nothing in the aforesaid shall derogate from the obligations of the Company under the Restated Facility Agreement); 5.1.5. not to engage, or permit any of its subsidiaries to engage, or to own or permit any of its subsidiaries to own more than 5% (five percent) of a class of voting securities of a person that engages, in the business of securities' underwriting or distribution in the United States (the "NO UNDERWRITING Test") (for the avoidance of doubt, nothing in the aforesaid shall derogate from the obligations of the Company under the Restated Facility Agreement);

Undertakings by the Company. 12.1 The Company shall, no later than two business days from the date of this Agreement, prepare and furnish to each Underwriter, without charge, such number of copies of the Issue Documents (and any amendments or supplements thereto), Supplemental Issue Materials and publicity materials in relation to the Issue as may be requested in writing. The Company shall furnish a copy of each proposed Supplemental Issue Material to be prepared by or on behalf of, used by, or referred to by the Company or any of its Affiliates to the Underwriters and shall not use or refer to any proposed Supplemental Issue Material to which the Underwriters reasonably object. In accordance with Section 8, whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company shall pay the fees and expenses of the Underwriters as set out in, and in accordance with, the Engagement Letters, the Syndicate Agreement and the Escrow and Sponsor Bank Agreement. 12.2 In connection with the Issue, each of the Company and its Affiliates, agree that they have not and shall not, during the restricted period, as set out in the publicity memorandum dated May 31, 2024, as updated from time to time, circulated by the legal counsels in relation to the Issue, engage in any publicity activities that are not permitted under Applicable Law to the extent applicable to the Issue, in any jurisdiction, including the SEBI ICDR Regulations and shall at all times during the restricted period comply with the publicity memorandum circulated by legal counsel in relation to the Issue and shall ensure that its directors, employees and representatives are aware of and comply with such guidelines. 12.3 The Company and its Affiliates shall, during the restricted period under Section 12.2 above, obtain the prior written consent of the Managers, which consent shall not be unreasonably withheld or delayed, in respect of all advertisements, press releases, publicity material or any other media communications in connection with the Issue and shall make available to the Managers copies of all such Issue related material in advance of the proposed date of publication of such publicity material or media communication. 12.4 Neither the Company nor any of its Affiliates shall provide any additional or price sensitive information or make any statement or release any material or other information or any advertisements or any other form of publicity relating to the Issue, includ...

Undertakings by the Company. To the extent to which it is able to do so by Law, the Company undertakes with each of the Shareholders that it will comply with each of the provisions of this agreement. Each undertaking by the Company in respect of each provision of this agreement shall be construed as a separate undertaking and if any of the undertakings is unlawful or unenforceable the remaining undertakings shall continue to bind the Company.

Undertakings by the Company. The Company undertakes to use its best endeavours at all times to expedite whatever documentation and/or decisions that are necessary to facilitate the timely settlement of cover terms and collection of premium, and in particular to: 4.1. provide cover terms for new policies within 7 (seven) days of receipt of notification of requirements; 4.2. provide renewal terms at least 8 (eight) weeks prior to renewal date; 4.3. provide amended terms within 7 (seven) days of receipt of revised information; 4.4. respond to all Intermediary inquiries promptly and completely.

Undertakings by the Company. The Company undertakes as follows: 7.1 In the event the execution and performance of this Agreement and the grant of the Equity Call Option or the Assets Call Option hereunder is subject to any third party’s consents, approvals, waivers, licenses, or any approvals, permits, waivers, registrations or filings from or with governmental authorities (as required by the laws), the Company shall make efforts to assist in the above procedure. 7.2 Without prior written consent of the WFOE, the Company shall not assist or permit the Existing Shareholders to transfer or dispose of any Option Equity Interest or create any encumbrances or other third-party interest upon the Option Equity Interest. 7.3 Without prior written consent of the WFOE, the Company shall not transfer or otherwise dispose of any material Company Assets or create any encumbrances or other third-party interest upon any Company Assets. 7.4 It shall not take or allow any acts or actions which could have adverse effect upon the interests of the WFOE under this Agreement, including without limitation to any acts or actions as restricted under Clause 6.1 hereof.

Undertakings by the Company. 9.1 Until the Allotment Date, the Company will immediately notify the Underwriters (i) of any material filing made by the Company of information relating to the Rights Issue or any material communications with any securities exchange or any other regulatory body in any other jurisdiction or (ii) if anything occurs which would render untrue or incorrect in any respect any of the representations and warranties contained in Section 8 hereof, or (iii) if any event shall occur or condition shall exist as a result of which it is necessary to amend or supplement the Rights Issue Documents in order that the Rights Issue Documents will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading, in light of the circumstances existing at the time it is delivered to a prospective purchaser or Applicant. If the Underwriters are so notified or become aware of any such filing, communication, occurrence or event, as the case may be, the Underwriters in consultation with the Company, may agree to allow the issuance of the Offered Shares pursuant to the Rights Issue to proceed on the basis of the Rights Issue Documents subject, if the Underwriters so request, to the publication of amended or supplementary Rights Issue Documents at the expense of the Company. Subject to the foregoing, the Company will prepare such amendment or supplement as may be necessary to correct such representation, warranty, statement or omission, and the Company will promptly take such steps as may be reasonably requested by the Underwriters to remedy and/or publicize the same and furnish at the expense of the Company to the Underwriters such number of copies of such amendment or supplement as the Underwriters reasonably may request. The Company represents and agrees that, unless it obtains the prior consent of the Underwriters, it has not made and will not make any offer relating to the Offered Shares by means of any other instrument, document or other written communication (other than the Rights Issue Documents). 9.2 Subsequent to the execution and delivery of this Agreement, with respect to any development after the date of the Letter of Offer (whether or not such development pertains to matters existing prior to the date of the Letter of Offer), the Company will provide the Underwriters with any necessary reports, documents, papers or information for completion of their due diligence, as may be required by...

Undertakings by the Company. (a) The issuance of certificates for shares of Common Stock upon conversion of Notes shall be made without charge to the holders of such Notes for any issuance tax in respect thereof or other cost incurred by the Company in connection with such conversion and the related issuance of Conversion Shares. (b) The Company shall not close its books against the transfer of Notes or of Common Stock issued or issuable upon conversion of Notes in any manner which interferes with the timely conversion of Notes. The Company shall assist and cooperate with any holder of Notes required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Notes hereunder (including, without limitation, making any filings required to be made by the Company). (c) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of issuance upon the conversion of the Notes, such number of shares of Common Stock which are issuable upon the conversion of all outstanding Notes. All shares of Common Stock which are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges. The Company shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation (other than laws or regulations governing a regulated Person's investment authority) or any requirements of any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance, which shall be immediately delivered by the Company upon each such issuance). The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon conversion of all of the Notes from time to time outstanding. (d) If the shares of Common Stock issuable by reason of conversion of Notes are convertible into or exchangeable for any other stock or securities of the Company, the Company shall, at the converting holder's option, upon surrender of the Notes to be converted by such holder as provided herein together with any notice, statement or payment required to effect such conversion or exchange of Common Stock, deliver to such holder or as otherwise specified by such h...