UNDERTAKINGS BY THE ISSUER Clause Examples
UNDERTAKINGS BY THE ISSUER. The Issuer agrees with the Placement Agent as follows:
(a) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf (other than the Placement Agent), will engage in any directed selling efforts with respect to the Securities to any U.S. Person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.
(b) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf (other than the Placement Agent), will make offers or sales of Securities under circumstances that would require the registration of the Securities under the Securities Act.
(c) For so long as any of the Securities are outstanding and are "restricted securities" within the meaning of Rule 144, the Issuer will provide or cause to be provided to any holder of Securities and any prospective purchaser of the Securities designated by such a holder, upon the request of such holder or prospective purchaser, the information required to be provided to such holder or prospective purchaser by Rule 144A(d)(4).
(d) During the period from the date of this Agreement to the Closing Date, the Sponsor and the Issuer shall use their best efforts to cause their representations and warranties contained in Section 4 hereof to be true as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, as if made on and as of the Closing Date.
(e) The Sponsor and the Issuer will not claim, and will actively resist any attempts by others to claim, the benefits of any usury laws against holders of Capital Securities or the Debentures.
(f) Unless and to the extent required to be disclosed pursuant to the rules and regulations of the Securities and Exchange Commission, the Sponsor shall not identify the Placement Agent in a press release or any other public statement without the consent of such Placement Agent.
UNDERTAKINGS BY THE ISSUER. The Issuer undertakes to the Dealers as follows:
UNDERTAKINGS BY THE ISSUER. The Issuer agrees with the Initial Purchaser as follows:
(a) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf, will engage in any directed selling efforts with respect to the Securities to any U.S. Person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.
(b) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf, will make offers or sales of Securities under circumstances that would require the registration of the Securities under the Securities Act.
(c) For so long as any of the Securities are outstanding and are “restricted securities” within the meaning of Rule 144A, the Issuer will provide or cause to be provided to any holder of Securities and any prospective purchaser of the Securities designated by such a holder, upon the request of such holder or prospective purchaser, the information required to be provided to such holder or prospective purchaser by Rule 144A(d)(4).
UNDERTAKINGS BY THE ISSUER. 1. The Issuer will make available to the Municipal Advisor financial data and information concerning the Issuer’s fiscal operation. Issuer officials and staff will be responsible for collecting, assembling and organizing the documentation essential to its financing activities and disclosure responsibilities and drafting and distribution of Offering Documents and other disclosure documents relating to the Warrants.
2. The Issuer will work with bond counsel who will issue an approving legal opinion to accompany the issuance of the Warrants, and also with appropriate Issuer’s local legal counsel with respect thereto. Additionally, the Issuer will either retain or work with counsel to advise it as to the adequacy of disclosure and to assist with the preparation of the Offering Documents or other official documents relating to the Warrants.
UNDERTAKINGS BY THE ISSUER. 5.1 Undertakings by the Issuer The Issuer undertakes with the Manager as follows:
(a) the Issuer promptly after becoming aware of the occurrence thereof shall notify the Manager of any Event of Default or any condition, event or act which, with the giving of notice and/or the lapse of time (after the issue of the Notes) would constitute an Event of Default or any breach by the Issuer of the representations, warranties, agreements or undertakings contained in this Agreement and take such steps as may be reasonably expected by the Manager to remedy and/or publicise the same.
(b) the Issuer will pay:
(i) any stamp, issue, registration, documentary or other taxes and duties, including interest and penalties, payable in the Hellenic Republic, the United Kingdom, Belgium and Luxembourg on or in connection with the creation, issue and offering of the Notes or the execution or delivery of any of the Principal Agreements; and
(ii) in addition to any amount payable by it under this Agreement, any value added, turnover or similar tax payable in respect of that amount;
(c) the Issuer will forthwith notify the Manager if at any time prior to completion (in the view of the Manager) of the distribution of the Notes or the payment of the net subscription moneys to the Issuer on the Closing Date anything occurs which renders or may render untrue or incorrect in any material respect any of the warranties contained in Clause 4.1 (Representations and Warranties) and will forthwith take such steps as the Manager may reasonably require to remedy and/or publicise the fact; the Issuer will deliver to ………………..
(d) before the Closing Date the Temporary Global Note and Permanent Global Note signed by a duly authorised officer of the Issuer for authentication in accordance with the Agency Agreement;
(e) the Issuer will make such reasonable arrangements satisfactory to the Manager as it can to ensure that the Definitive Notes are printed and issued as provided in/to the extent required by the Agency Agreement;
(f) so long as any of the Notes is outstanding, the Issuer will furnish to the Manager, as soon as practicable after it becomes available, any information which is reasonably required to be made available to Noteholders;
(g) the Issuer will bear and pay any stamp or other duties or taxes on or in connection with the issue and delivery of the Definitive Notes and the execution and delivery of this Agreement and the Agency Agreement and any value added tax payable in connection wi...
UNDERTAKINGS BY THE ISSUER. 6.1 Non-satisfaction of conditions precedent: If, at any time after entering into a Relevant Agreement under Clause 2 (Issuing Notes) and before the issue of the relevant Notes, the Issuer becomes aware that any of the conditions specified in Clause 3.2 (Conditions Precedent to Any Issue of Notes) will not be satisfied in relation to that issue, the Issuer shall forthwith notify the Relevant Dealer(s) to this effect giving full details thereof.
UNDERTAKINGS BY THE ISSUER. Pursuant and subject to the terms of this Agreement, the Issuer hereby agrees to the following:
UNDERTAKINGS BY THE ISSUER. The Issuer undertakes with the Minister as follows:
UNDERTAKINGS BY THE ISSUER. 1. The Issuer will make available to the Municipal Advisor financial data and information concerning the Issuer’s financial operations. Issuer officials and staff will be responsible for collecting, assembling and organizing the documentation essential to its financing activities and disclosure responsibilities, including the “Preliminary and Final Official Statements” relating to the Debt Obligations;
2. The Issuer will work with bond counsel who will issue an approving legal opinion when appropriate to accompany the issuance of the Debt Obligations, and also with appropriate Issuer’s local legal counsel with respect thereto. Additionally, the Issuer will either retain or work with counsel to advise it as to the adequacy of disclosure and to assist with the preparation of the offering documents or other official documents relating to the Debt Obligations;
3. The Municipal Advisor will, as requested, assist Issuer staff in the development of Issuer information to be used by the Issuer for presentation to investors, underwriters and others, including the scheduling of information meetings between these investors, underwriters or others and the Issuer, if necessary;
UNDERTAKINGS BY THE ISSUER. The Issuer undertakes with the Managers as follows: