Further Covenants by the Purchaser Clause Samples

Further Covenants by the Purchaser. (a) The Purchaser covenants in favour of White Energy that during the period commencing on the Execution Date and expiring on the Second Court Date or such later date as set out in the specific sub-clause below, it will: (i) allow White Energy to carry out a financial, commercial and legal due diligence in relation to the Purchaser and will provide White Energy with all relevant information in respect of the Purchaser, in order for White Energy to complete this due diligence; (ii) use its best endeavours to ensure that the approval of any third parties (if any) is obtained to the issue of the Consideration Shares, the Purchaser Options, the Purchaser Convertible Notes and any other Purchaser Shares to be issued pursuant to this Agreement (if required); (iii) use its best endeavours to obtain and provide confirmation from all third party financiers to the Purchaser that they consent to the change of control of the Purchaser or that the change of control is not an event of default pursuant to any financing arrangements; (iv) use its best endeavours to increase the amount of Purchaser Funds by the sale and issuance of additional Purchaser Shares or other Additional Purchaser Securities. All upon such terms and conditions as shall be mutually acceptable to White Energy and the Purchaser; (v) use its best endeavours to satisfy the condition precedent in Section 3.1(y) and Section 3.1(z); and (vi) ensure that the aggregate amount of the Adjusted Funds that are available to the Purchaser and White Energy as at the Merger Implementation Date shall be not less than the Minimum Amount. (b) Other than as contemplated by this Agreement, the Purchaser hereby covenants in favour of White Energy that during the period commencing on the Second Court Date and expiring on the Merger Implementation Date it will not issue or agree to issue any Purchaser Shares or any other securities whatsoever. (c) The Purchaser shall cause the Purchaser Shareholders Meeting to be duly called and held as soon as reasonably practicable for the purpose of seeking the Purchaser Shareholder Approvals, pursuant to the requirements of Purchaser’s Organizational Documents, applicable law and applicable stock exchange requirements. The Purchaser shall use its best efforts to cause its board of directors to recommend that its shareholders vote in favour of the matters required for Purchaser Shareholder Approvals. In connection with the Purchaser Shareholders Meeting, Purchaser shall: (i) prepare and ...
View SourceView Similar (2)

Related to Further Covenants by the Purchaser

  • ACKNOWLEDGMENTS BY THE EXECUTIVE Executive acknowledges that (a) during the Employment Period and as a part of his employment, Executive will be afforded access to Confidential Information; (b) public disclosure of such Confidential Information could have an adverse effect on Employer and its business; (c) the Employer has required that Executive make the covenants in this Section 7; and (d) the provisions of this Section 7 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information.

  • Acknowledgments by the Employee The Employee acknowledges that (a) during the Employment Period and as a part of his employment, the Employee will be afforded access to Confidential Information; (b) public disclosure of such Confidential Information could have an adverse effect on the Employer and its business; (c) since the Employee possesses substantial expertise and skill with respect to the Employer's business, the Employer desires to obtain exclusive ownership of each Employee Invention, and the Employer will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of each Employee Invention; (d) the Compensation provided to Employee hereunder constitutes good and sufficient consideration for the Employee's agreements and covenants in this Section 7; and (e) the provisions of this Section 7 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information and to provide the Employer with exclusive ownership of all Employee Inventions.

  • Clean-Up Terminations by the Sellers (a) The Sellers shall have the right to elect to terminate this Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Appointments that are Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024. (b) In the event the Sellers elect to terminate this Agreement pursuant to clause (a) above, the Sellers shall, concurrently with such termination, pay to the Purchasers an amount equal to LTM Fee Revenue multiplied by 1.40. (c) For purposes of this Agreement, “LTM Fee Revenue” means the fee revenue (excluding net interest income but including money market fund fees) generated by all remaining Serviced Appointments in the last full twelve-month period prior to the time the Sellers elect to exercise their termination right pursuant to this Section 7.2.2.

  • Partial Terminations by the Purchasers In the event so instructed by the Purchasers in writing after the Closing Date and at the Purchasers’ sole expense, each Seller shall execute documents prepared by the Purchasers and reasonably acceptable to such Seller resigning or appointing a successor Appointed Trustee under any Serviced Appointment for which such Seller acts as Appointed Trustee (other than with respect to any Serviced Appointment that is an Excluded Appointment), and shall reasonably cooperate, at the Purchasers’ sole expense, as instructed by the Purchasers, in finding a qualified successor Appointed Trustee, including executing any documents prepared by the Purchasers in connection with the application to a court of competent jurisdiction to appoint a successor Appointed Trustee.

  • Indemnification by the Purchaser Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.