Actions to be Taken. In the event that (i) the holders of a majority of the shares of Common Stock then issuable or issued upon conversion of the shares of Preferred Stock voting together as a single class (the “Selling Investors”), and (ii) the Board of Directors, approve a Sale of the Company in writing, specifying that this Section 3 shall apply to such transaction, then, subject to satisfaction of each of the conditions set forth in Subsection 3.3 below, each Stockholder and the Company hereby agrees:
(a) if such transaction requires stockholder approval, with respect to all Shares that such Stockholder owns or over which such Stockholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of, and adopt, such Sale of the Company (together with any related amendment or restatement to the Restated Certificate required in order to implement such Sale of the Company) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale of the Company;
(b) if such transaction is a Stock Sale, to sell the same proportion of shares of capital stock of the Company beneficially held by such Stockholder as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, except as permitted in Section 3.3 below, on the same terms and conditions as the Selling Investors;
(c) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company or the Selling Investors in order to carry out the terms and provision of this Section 3, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents;
(d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares of the Company owned by such party or Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquiror in connection with the Sale of the Company;
(e) (i) to refrain from exercising any di...
Actions to be Taken. (A) If a Collateralization Event occurs, then BNY shall, at its own expense, no later than the earlier of thirty (30) Business Days thereafter in case of a Moody’s Collateralization Event or thirty (30) calendar days thereafter in case of an S&P Collateralization Event or Fitch Collateralization Event:
(1) post collateral (commencing within the times set forth herein) in accordance with the Credit Support Annex for so long as the Collateralization Event continues; or
(2) subject to the S&P Rating Condition, novate, assign or transfer the Transactions to or replace the Transactions with Replacement Transactions with a Qualified Transferee (having the Moody’s First Level Qualifying Ratings and the S&P Qualifying Ratings); or
(3) subject to the S&P Rating Condition, obtain a Qualified Guaranty (provided by a guarantor having the Moody’s First Level Qualifying Ratings and the S&P Qualifying Ratings).
(B) If a Ratings Event occurs, then BNY shall at its own expense, no later than the earlier of thirty (30) Business Days thereafter in case of a Moody’s Ratings Event or ten (10) Business Days thereafter in case of an S&P Ratings Event or Fitch Ratings Event, and subject to the S&P Rating Condition:
(1) novate, assign or transfer the Transactions to or replace the Transactions with Replacement Transactions with a Qualified Transferee, or
(2) obtain a Qualified Guaranty.
(C) With respect to (A) and (B) above: (1) BNY shall post collateral in accordance with the Credit Support Annex and the times set forth herein for so long as a Collateralization Event or Ratings Event has occurred (or exists from the time BNY becomes a party hereto) and continues, and such posting of collateral shall not be deemed to cure a Rating Event or to extend the time within which any other action is required to be taken under (B) above; (2) if a Ratings Event occurs, then BNY shall at its own expense, use commercially reasonable efforts to take one of the actions referred to in (B) above as soon as reasonably practicable (but subject to the times set forth herein); and (3) if the debt of BNY is unrated because a Rating Agency has withdrawn such rating while any Transaction is outstanding under this Agreement, and if there is no Qualified Guaranty in effect at such time, then such withdrawal shall be treated as a Ratings Event unless the Rating Agency Condition is satisfied with respect thereto.
Actions to be Taken. On the Execution Date of this Agreement, (i) (a) PHMD shall have delivered to DSKX duly executed PHMD Affiliate Letters, and (b) DSKX shall have delivered to PHMD duly executed DSKX Affiliate Letters, and (ii) the Photomedex Technology Merger Agreement shall have been duly executed by the parties thereto. At the Closing:
(a) The Company Stockholder shall deliver to DSKX and Merger Sub, stock certificates evidencing all, and not less than all, of the Radiancy Shares, duly endorsed for transfer, and all of the Securities of the Foreign Subsidiaries;
(b) PHMD and Radiancy shall execute and deliver to DSKX and Merger Sub, as applicable, the Registration Rights Agreement, the Stockholders Agreement and the Transition Services Agreement, as well as the various certificates, instruments and documents to be delivered by the PHMD and/or Radiancy pursuant to Sections 5.1 and 5.2;
(c) DSKX and Merger Sub shall execute and deliver to PHMD and the Company, as applicable, DSKX Articles of Amendment duly filed with the Secretary of State of the State of Florida, the Merger Consideration, the Registration Rights Agreement, the Stockholders Agreement, the Transition Services Agreement, as well as the various certificates, instruments and documents to be delivered by DSKX and/or Merger Sub pursuant to Sections 5.1 and 5.3;
(d) the Surviving Corporation shall file the Certificate of Merger with the Secretary of State of the State of Delaware;
(e) DSKX shall issue to PHMD, as the sole “Merger Consideration” (hereinafter defined), one or more stock certificates evidencing the 2,000,000 shares of DSKX Series A Preferred Stock and the DSKX Note; and
(f) Immediately following the Closing under this Agreement, all of the the transactions contemplated by the Photomedex Technology Merger Agreement shall be consummated, including the issuance of the DSKX Closing Photo-Tech Merger Shares as such term is defined in the Photomedex Technology Merger Agreement.
Actions to be Taken by Parties on the Closing Date. On the Closing Date, each party shall deliver to the other all documents or agreements provided or herein to be delivered on the Closing Date.
Actions to be Taken. Upon Termination (Including Expiration). Concessionaire will promptly settle its account with the NAFI, including payment in full of all amounts due, yield up the facilities and all NAFI furnished property, clean and leave premises in as good order and condition as when received (exceptions are damages due to acts of God or the US Government, and ordinary wear and tear); surrender all installation passes, decals, and so forth, and complete satisfactory settlement of all customer complaints and claims. Termination of the Concessionaire contract does not release the Concessionaire from the obligation to satisfactorily settle customer complaints and claims. The Concessionaire will promptly remove all Concessionaire owned fixtures and supplies. On failure to remove the Concessionaire’s property, the Contracting Officer may cause Concessionaire’s property to be removed and stored in a warehouse at the Concessionaire’s expense. If the Concessionaire is indebted to the NAFI, the Concessionaire authorizes and empowers the Contracting Officer to take possession of the Concessionaire’s property and dispose of same by public sale without notice, and out of the proceeds of sale, satisfy all costs and indebtedness to NAFI.
Actions to be Taken. The acts and things required to be done by the Georgia Business Corporation Code in order to make this Agreement effective, including the submission of this Agreement to the shareholders of the Merged Corporation and the filing of the Certificate of Merger relating hereto in the manner provided in said Code, shall be attended to and done by the proper officers of the Constituent Corporations with the assistance of counsel as soon as practicable.
Actions to be Taken. Upon performance of all of the covenants and obligations of the parties contained herein and upon fulfillment (or waiver) of all of the conditions to the obligations of the parties contained herein, at the Effective Time of the Merger (as hereinafter defined) and pursuant to the Business Corporation Act of the State of Minnesota (the "MBCA"), the following shall occur:
(a) Newco shall be merged with and into the Company, which shall be the surviving corporation (the "Surviving Corporation"). The separate existence and corporate organization of Newco shall cease at the Effective Time of the Merger, and thereupon the Company and Newco shall be a single corporation, the name of which shall be TSI Incorporated. The Company, as the Surviving Corporation, shall succeed, insofar as permitted by law, to all of the rights, assets, liabilities and obligations of Newco in accordance with the MBCA.
(b) The Articles of Incorporation of Newco shall be the articles of incorporation of the Surviving Corporation until amended as provided by law.
(c) The By-Laws of Newco shall be the by-laws of the Surviving Corporation until amended as provided by law.
(d) Until changed in accordance with the articles of incorporation and by-laws of the Surviving Corporation, Xxxxx X. Doubles, Xxxx X. Xxxxx and Xxxx X. Xxxxxxx shall be the directors of the Surviving Corporation.
(e) Until changed in accordance with the articles of incorporation and by-laws of the Surviving Corporation, the following persons shall be the officers of the Surviving Corporation: Name Office Xxxx X. Xxxxx Chairman Xxxxx X. Doubles President & CEO Xxxxxx X. Xxxxxxx Senior V. P. of Business Development Xxxxxx X. Xxxxxxxxx Vice President and Chief Financial Officer Xxxxx Xxxxxxx Vice President of Technology Xxxxx X. Xxxxxxxx Secretary and Corporate Counsel
(f) As soon as practicable after the terms and conditions of this Agreement have been satisfied, and upon consummation of the closing referred to in Section 8 hereof (the "Closing"), articles of merger consistent with this Agreement in the form prescribed by, and properly executed in accordance with, the MBCA and the BCL, in form and substance satisfactory to the parties hereto (the "Articles of Merger"), shall be filed with the Secretary of State of the State of Minnesota. The Merger shall become effective on the date and time on which the Articles of Merger are properly filed with such Secretary of State pursuant to the MBCA, and if the Articles are not filed ...
Actions to be Taken. (a) The Trustee is authorized and directed to execute and deliver on the Issue Date, and authorized and empowered to bind the Holders of the Offered Securities under, the following documents to which it is a party and, subject to the Intercreditor Agreements, to perform its obligations and exercise its rights and powers thereunder:
(i) the Other First Lien Secured Party Consent;
(ii) the Notice of Designation of Other First Lien Obligations; and
(iii) the Consent and Acknowledgment.
(b) Subject to the Intercreditor Agreements, the Trustee is authorized and empowered to receive for the benefit of the Holders any funds collected or distributed under the Security Documents to which the Trustee is a party and to make further distributions of such funds to the Holders according to Section 9.03.
(c) Subject to the provisions of Section 10.01 and Section 10.02, the Intercreditor Agreements and the Security Documents, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the First Lien Collateral Agent to take all actions it deems necessary or appropriate in order to:
(i) foreclose upon or otherwise enforce any or all of the First Priority Liens;
(ii) enforce any of the terms of the Security Documents to which the First Lien Collateral Agent or Trustee is a party; or
(iii) collect and receive payment of any and all Notes Obligations. Subject to the Intercreditor Agreements, the Trustee is authorized and empowered to institute and maintain, or direct the First Lien Collateral Agent to institute and maintain, such suits and proceedings as it may deem expedient to protect or enforce the First Priority Liens or the Security Documents to which the First Lien Collateral Agent or Trustee is a party or to prevent any impairment of Collateral by any acts that may be unlawful or in violation of the Security Documents to which the First Lien Collateral Agent or Trustee is a party or this Indenture, and such suits and proceedings as the Trustee or First Lien Collateral Agent may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunde...
Actions to be Taken. The acts and things required to be done by the Georgia Code in order to make this Agreement effective, including the submission of this Agreement to the shareholders of the Constituent Banks and the filing of the articles of merger relating hereto in the manner provided in said Georgia Code, shall be attended to and done by the proper officers of the Constituent Banks with the assistance of counsel as soon as practicable.
Actions to be Taken. The acts and things required to be done by the North Carolina General Statutes in order to make this Agreement effective, including the submission of this Agreement to the shareholders of the Constituent Banks and the filing of the articles of merger relating hereto in the manner provided in said North Carolina General Statutes, shall be attended to and done by the proper officers of the Constituent Banks with the assistance of counsel as soon as practicable.
