Actions by Purchaser. Wherever in this Agreement action is required or permitted to be taken by, or consent is required of, or a matter requires the satisfaction of, the Purchaser, unless the context otherwise requires, such action may be taken by, and/or such consent may be obtained from, and/or such satisfaction may be expressed by, (i) for as long as any of the Notes remain outstanding, the holders of at least a majority of the principal amount of all Notes then outstanding, or (ii) if no Notes are then outstanding, the holders of at least a majority of the Common Stock issued and issuable upon exercise of the Warrants; PROVIDED, HOWEVER, that the provisions of this Section 9.23 shall not limit in any manner any action which may be taken by the Purchaser pursuant to the provisions of Section 8.01 hereof.
Actions by Purchaser. The Company agrees that the Purchaser may, at its option, and without any obligation to do so, upon a prior written notice to the Companies, pay, perform, and discharge any and all amounts, costs, expenses and liabilities that are the responsibility of any Company under the Transaction Documents if such Company fails to timely pay, perform or discharge the same, and all amounts expended by the Purchaser in so doing or in respect of or in connection with the Collateral shall become part of the obligations secured by the Transaction Documents and shall be immediately due and payable by the Companies to the Purchaser upon demand therefor and shall bear interest at the Default Rate (as defined in the Notes). Each Company agrees that the Transaction Documents shall remain in full effect, without waiver or surrender of any of the Purchaser’s rights thereunder, notwithstanding the occurrence of any one or more of the following: (i) extension of the time of payment of the whole or any part of the Notes; (ii) any change in the terms and conditions of the Notes; (iii) substitution of any other evidence of indebtedness for the Notes; (iv) acceptance by the Purchaser of any collateral or security of any kind for the payment of the Notes; (v) surrender, release, exchange or alteration of any Collateral, collateral or other security, either in whole or in part; or (vi) release, settlement, discharge, compromise, change or amendment, in whole or in part, of any claim of the Purchaser against any Company or of any claim against any Guarantor or other party secondarily or additionally liable for the payment of the Notes, other than payment in full of the Obligations.
Actions by Purchaser. Except as set forth in the Purchase -------------------- Documents, no action which Purchaser may take or omit to take in connection with the Purchase Documents or the Servicing, nor any course of dealing with Seller or any other person shall release Guarantor's obligations hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against Purchaser. By way of example, but not in limitation of the foregoing, Guarantor hereby expressly agrees that Purchaser may, from time to time, and without notice to or consent of Guarantor (but with notice to or consent of Seller to the extent notice or consent is required under the Purchase Documents): (a) amend, change or modify, in whole or in part, any of the Purchase Documents; (b) waive any terms, conditions or covenants of the Purchase Documents, or grant any extension of time or forbearance for performance of the same; (c) compromise or settle any amount due or owing, or claimed to be due or owing, under the Purchase Documents; or (d) release, substitute or add a guarantor or guarantors of the obligations of Seller to Purchaser guaranteed hereby. The provisions of this Guaranty shall extend and be applicable to all amendments and modifications of the Purchase Documents, and all references to any of the Purchase Documents shall be deemed to include any amendment or modification thereof.
Actions by Purchaser. Wherever in this Agreement action is required or permitted to be taken by, or consent is required of, or a matter requires the satisfaction of, the Purchaser, unless the context otherwise requires, such action may be taken by, and/or such consent may be obtained from, and/or such satisfaction may be expressed by, the holders of at least a majority of the principal amount of all Notes then outstanding; PROVIDED, HOWEVER, that the provisions of this Section 9.23 shall not limit in any manner any action which may be taken by the Purchaser pursuant to the provisions of Section 8.01 hereof.
Actions by Purchaser. As soon as reasonably practicable following execution of this Agreement, Purchaser shall file with the SEC a Tender Offer Statement and a Rule 13e-3 Transaction Statement on Schedule TO, including all exhibits thereto (together with all amendments and supplements thereto, the "SCHEDULE TO") with respect to the Offer, the Merger and the other transactions contemplated hereby. The Schedule TO shall contain or incorporate by reference an offer to purchase (the "OFFER TO PURCHASE") and forms of the related letter of transmittal and any related documents (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements or amendments thereto, collectively, the "OFFER DOCUMENTS"). The Offer Documents shall comply in all material respects with the requirements of the Exchange Act. On the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Purchaser with respect to information supplied by the Company in writing expressly for inclusion in the Offer Documents. Purchaser agrees to correct promptly, and the Company agrees to notify Purchaser promptly as to, any information provided by it in writing expressly for use in the Offer Documents, if and to the extent such information shall have become false or misleading in any material respect, and Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to all of the holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Special Committee and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Purchaser agrees to provide the Company and its counsel and the Special Committee and its counsel in writing any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Purchaser shall use its reasonable best efforts after consultation with the Company and its counsel and the Special Committe...
Actions by Purchaser. At the Closing:
(a) Payment. Purchaser shall pay the Closing Purchase Price to the Sellers.
(b) Post-Closing Escrow Agreement. Purchaser shall execute and deliver the Post-Closing Escrow Agreement.
Actions by Purchaser. At the Closing, Purchaser shall:
(a) Pay the Purchase Price to Seller; and
(b) Execute and deliver to Seller the Assignment and Assumption of Agreement.
Actions by Purchaser. On the Closing Date, Purchaser will pay Seller the cash portion of the Purchase Price in cash or by wire transfer of immediately available funds, in accordance with Section 3.1.1(a) and (b), and will further execute and deliver to Seller the following agreements and documents:
Actions by Purchaser. 17 ARTICLE 7 SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNITY . . . . . . . . . . . . . . . . . . . . . . 18 7.1
Actions by Purchaser. At the Closing, Purchaser shall:
(a) Payment. Pay the partial payment of the Purchase Price to the Sellers in accordance with provisions of Section 2.3(a) of this Agreement.
