Undertakings of the Issuer Clause Samples
Undertakings of the Issuer. The Issuer undertakes and guarantees to the Subscriber that:
(a) it will bear and pay (i) any stamp or other duties or taxes, including interest and penalties, payable on or in connection with the issue of the Bonds and the execution of this Agreement and (ii) any value added, turnover or similar tax payable in connection with any amount payable by it under this Agreement or otherwise in connection with the transactions envisaged by this Agreement;
(b) subject to prior approval by the Subscriber, it shall not, and shall procure that none of its subsidiaries shall, take any action which would be reasonably expected to result in the delisting or suspension of the Shares on the Principal Market or any other securities exchange and automated quotation system, and it shall comply at all times with the regulations of any such system;
(c) it will cause CACEIS Corporate Trust, acting as registrar (établissement financier en charge du suivi des titres) of the Company, to List all Shares issued from time to time at the latest with effect from the opening of business on the second (2) following Trading Day and that all Conversion Shares, subject to the Listing of the Shares already in issue remaining effective as of the issue date of such new Shares, be Listed at the latest with effect from opening of business on the second (2) Trading Day immediately following their exercise date;
(d) The share capital increase maximum thresholds authorized by the 2019 Shareholders’ Meeting Resolutions (as regards the first Tranche only) or the 2020 Shareholders’ Meeting Resolutions (as regards any other Tranches) will not be crossed;
(e) save with the prior written consent of the Subscriber, it will use the Subscription Price for the Purpose only;
(f) Save with the prior written consent of the Subscriber, it will not opt for the conversion into Shares of any of the notes issued under the Negma Agreement and shall redeem such notes in cash;
(g) Except where directly caused by the Subscriber (including the change of tax residence, absence of delivery of the tax residence statement referred to in Article 7.2), in the event that it is required that payments of principal or interest in respect of the Bonds be subject to withholding or deduction in respect of any taxes or duties whatsoever (a “Tax Deduction”), the Issuer will pay such additional amounts as may be necessary so that the Subscriber, after such withholding or deduction, receive the full amount due to the Subscriber. For that...
Undertakings of the Issuer. So long as the Debentures are outstanding the Issuer agrees to comply with each of the undertakings given by it that are set out in Schedule 4 (Positive Undertakings) and Schedule 5 (Negative Undertakings) of this Deed.
Undertakings of the Issuer. Notification of material developments
Undertakings of the Issuer. Based upon the statements, representations, and undertakings of the Institution and subject to the conditions set forth herein and in the Preliminary Resolution, the Issuer agrees as follows:
(a) The Issuer shall authorize, sell, and deliver the Obligations, pursuant to the terms of the Act as then in force, in an aggregate principal amount presently estimated to be Ten Million and 00/100 Dollars ($10,000,000.00) but not to exceed Thirteen Million and 00/100 Dollars ($13,000,000) for the purpose of financing the Project and paying necessary incidental expenses in connection therewith, and funding any debt service reserve fund to be pledged to secure the Obligations.
(b) The Issuer shall adopt, or cause to be adopted, such proceedings and authorize the execution of such documents as may be necessary or advisable for (i) the authorization, issuance, and sale of the Obligations, and (ii) the loaning of the proceeds of the Obligations to the Institution, all as shall be authorized by law and be mutually satisfactory to the Issuer and the Institution.
(c) The Issuer shall loan the proceeds of the Obligations to the Institution pursuant to a loan agreement by and between the Issuer and the Institution (the “Loan Agreement”), whereby the Institution will be obligated under such Loan Agreement, among other things to make payments to the Issuer in amounts and at times so that payments will be adequate to pay the principal of, premium, if any, and interest on all such Obligations.
(d) [Reserved].
(e) The Issuer shall take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof.
Undertakings of the Issuer. The Issuer, in its capacity as issuer of the Class A Common Stock and Class C common stock, par value $0.0001 per share, of the Issuer (the “Class C Common Stock”) and as Managing Member of the Company, as the context requires:
Undertakings of the Issuer. 3.1 The Issuer undertakes to pay to the Agent the fee referred to in Clause 4.1 (Fee payable) and the costs and expenses referred to in Clause 4.2 (Costs and expenses, indemnity) (together the “Agent Fee”).
3.2 The Issuer undertakes to promptly provide the Agent with any information that the Agent may reasonably request for the purposes of performing its services and duties under the Transaction Documents.
3.3 The other obligations of the Issuer towards the Agent are set out in the Transaction Documents.
Undertakings of the Issuer. So long as the Bonds are outstanding, the Issuer agrees to comply with each of the undertakings given by it that are set out in Schedule 4 (Positive Undertakings) and Schedule 5 (Negative Undertakings) of this Instrument.
Undertakings of the Issuer. The Issuer expressly undertakes to comply with all obligations specified in these Terms and Conditions and especially the provisions specified in section 3 “Status, Ranking, Seniority and Security“ and section 4 “Transfers”. The Issuer also undertakes to report to the Subscriber the following information: - On each 15th business day of a given month, the amount owed to the creditors of the Issuer as of the end of the previous month, split by creditor, as well as the progress of the negotiations in relation with the Refinancing, - 60 business days post the end of every quarter, the unaudited standalone financial accounts of the Issuer, - 80 business days post the end of every year, the audited consolidated financial accounts of Renesola Group.
Undertakings of the Issuer. The Issuer undertakes with the Placing Agent and the Subscriber that:
Undertakings of the Issuer. Notification of material developments
5.1 The Issuer shall promptly after becoming aware of the occurrence thereof notify each Dealer of any Event of Default or any condition, event or act which, with the giving of notice and/or the lapse of time (after an issue of Notes) would constitute an Event of Default or any breach of the representations and warranties or undertakings contained in this Agreement, the Agency Agreement or the Deed of Covenant or any of them.
5.2 If, following the time of an agreement under Clause 2 and before the issue of the relevant Notes, the Issuer becomes aware that the conditions specified in Clause 3.2 will not be satisfied in relation to that issue, the Issuer shall forthwith notify the relevant Dealer to this effect giving full details thereof. In such circumstances, the relevant Dealer shall be entitled (but not bound) by notice to the Issuer to be released and discharged from its obligations under the agreement reached under Clause 2. Without prejudice to the generality of the foregoing, the Issuer shall from time to time promptly furnish to each Dealer copies of all periodic reports filed by the Issuer pursuant to the Exchange Act.