Actions of Purchaser. Purchaser will not knowingly take any action which would result in a breach of any of its representations and warranties hereunder. Furthermore, Purchaser shall cooperate with Seller and use its best efforts to cause all of the conditions to the obligations of Purchaser and Seller under this Agreement to be satisfied on or prior to the Closing Date.
Actions of Purchaser. Purchaser shall use commercially reasonable efforts to perform and satisfy all conditions to Closing to be performed or satisfied by Purchaser under this Agreement by the Closing Date or such other date by which performance is required hereunder.
Actions of Purchaser. Purchaser shall cooperate with Seller and use its reasonable commercial efforts to cause all of the conditions to the obligations of Purchaser under this Agreement to be satisfied on or prior to the Closing Date. In the event that Purchaser determines that a condition is not reasonably likely to be so satisfied, Purchaser shall promptly notify Seller of such determination.
Actions of Purchaser. Until the Closing Date, except as required by applicable Law or permitted by the terms of this Agreement, Purchaser will not, and will cause its Designated Affiliates and Affiliates and its and their representatives not to, take any intentional action to cause or influence any Acquired Company Employee(s) or Business Employee(s) to take any actions (or fail to take actions) to adversely affect the Business, the financial condition of the Business, or the results of operations of the Business.
Actions of Purchaser. Purchaser shall not knowingly take any action that would reasonably be expected to result in any of the representations or warranties of Purchaser set forth in this Agreement becoming untrue in any material respect or in any of the conditions of the Closing set forth in Article VIII not being satisfied.
Actions of Purchaser. If at any time there are two or more Purchasers as contemplated by clause (i) of the proviso to Section 6.07 and any consent, approval or action of the Purchaser is required at any time pursuant to this Agreement, such consent, approval or action shall be deemed given if the initial Purchaser provides such consent, approval or action.
Actions of Purchaser. Purchaser shall cause all actions to be taken as listed in Article III hereof.
Actions of Purchaser. Purchaser has taken all such actions as are necessary or desirable in order to (i) amend in a manner satisfactory to Seller's counsel Purchaser's Shareholder Rights Plan so that any acquisition of securities of Matria (but not dispositions) ("Purchases") contemplated or permitted by this Agreement and the acquisitions contemplated or permitted by the Standstill Agreement constitute neither a "triggering event" nor a "distribution date" as defined by such plan and so that neither Seller, MJG, nor SZI shall become "Acquiring Persons" within the meaning of Purchaser's Shareholder Rights Plan as a result of the Purchases contemplated or permitted by this Agreement or acquisitions contemplated or permitted by by the Standstill Agreement; and (ii) satisfy the provisions of Section 203 of the Delaware General Corporation Law ("Section 203") with respect to approval of the Purchases contemplated or permitted by this Agreement and Purchases contemplated or permitted by the Standstill Agreement and to ensure that neither Seller nor any of its affiliates shall be an "Interested Shareholder" within the meaning of Section 203; and (iii) MJG's and SZI's representative shall have been elected to, and shall continue to be incumbent members of, Purchaser's Board of Directors pursuant to and upon the terms and conditions set forth in the Standstill Agreement.
Actions of Purchaser. 13 7.5 Public Announcements.............................................13 7.6 No Negotiations..................................................13
Actions of Purchaser. At Closing, Purchaser shall deliver the following certificates, instruments and documents and take the following actions:
a) deliver to the Shareholders a certificate executed by the President of Purchaser or other executive officer of the Purchaser, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Sections 8.1(a) and 8.1(b);
b) deliver to the Shareholders duly adopted resolutions of the Board of Directors of Purchaser, certified by the Secretary or an Assistant Secretary of Purchaser, as of the Closing Date:
(i) authorizing and approving the execution and delivery of this Agreement and the purchase of the Shares by Purchaser and the consummation of the other transactions contemplated herein in accordance with the terms of this Agreement; and
(ii) authorizing and approving all other necessary and proper corporate actions to enable Purchaser to comply with the terms hereof;
c) deliver to the Shareholders a certificate of incumbency, dated as of the Closing Date, as to the officers of Purchaser executing this Agreement and any certificate, instrument or document to be delivered at Closing, executed by the President and attested by the Secretary or an Assistant Secretary of Purchaser;
d) deliver to the Shareholders a certificate from the Secretary of State of the state of incorporation of Purchaser dated not more than seven (7) days prior to the Closing Date, as to the legal existence and good standing of Purchaser under the laws of such state;
e) deliver to the Shareholders an opinion of counsel, dated the Closing Date, substantially in the form of Exhibit 9.2(e), with such modifications as shall be reasonably acceptable to legal counsel for the Shareholders; and
f) deliver to the Shareholders stock certificates representing the Ashland Stock equivalent to the value of the Purchase Price.
