Common use of Additional Agreements of the Company Clause in Contracts

Additional Agreements of the Company. Section 5.01 The Company agrees during the Support Period to, subject to the terms and conditions of this Agreement, use commercially reasonable efforts to: (a) (i) act in good faith and use commercially reasonable efforts to support and successfully complete solicitation of the Plan and (ii) do all things reasonably necessary and appropriate in furtherance of confirming the Plan and consummating the Transactions in accordance with and within the time frames contemplated by this Agreement; (b) complete, enter into, and effectuate the Definitive Documents within the timeframes contemplated herein; (c) provide draft copies of all material motions or applications and other documents relating to the Plan, Disclosure Statement, any proposed amended version of the Plan or Disclosure Statement, all First Day Pleadings, and any other Definitive Document that the Company intends to file with the Bankruptcy Court to Xxxx, Xxxxx and Milbank at least three calendar days before the date of filing of any such pleading or other document (and, if not reasonably practicable, as soon as reasonably practicable before filing) and, without limiting any approval rights set forth in this Agreement, shall consult in good faith with Xxxx, Xxxxx and Milbank regarding the form and substance of any such proposed filing; (d) provide a copy of any written proposal for an Alternative Transaction (or a written summary of any oral proposal for an Alternative Transaction) received by the Company to advisors for the Initial Consenting Support Parties and the Sponsors on a “professional eyes only” basis within three days of the Company’s or its advisors’ receipt of such proposal; (e) provide prompt written notice to Milbank and Xxxx, Xxxxx of (i) the occurrence of any Creditor Termination Event, Company Termination Event, Sponsor Termination Event, or Individual Termination Event that the Company or its advisors are aware of or (ii) any matter or circumstance which the Company knows, or suspects is likely, to be a material impediment to the implementation or consummation of the Transaction; (f) not, without the prior written consent of the Requisite Consenting Support Parties (with email from Requisite Consenting Support Parties’ counsel being sufficient): (i) enter into or amend, adopt, restate, supplement, or otherwise modify any employee benefit, deferred compensation, incentive, retention, bonus, or other compensatory arrangements, policies, programs, practices, plans or agreements, including offer letters, employment agreements, consulting agreements, severance arrangements, or change in control arrangements with or for the benefit of any of its executive officers or (ii) increase the base salary, target bonus opportunity, or other benefits payable by the Company or its subsidiaries to any of its executive officers; (g) not directly or indirectly prepare, commence, or support any third party in connection with an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, liens or encumbrances securing, or priority of any Term Loan Secured Claims, Term Loan Deficiency Claims, or IPCo Notes Claims (each as defined in the Transaction Term Sheet); and (h) not directly or indirectly take any action that would be inconsistent with this Agreement or that is reasonably likely to interfere with the Transaction (including encouraging another person to undertake any action prohibited by this Agreement).

Additional Agreements of the Company. Section 5.01 The Company agrees during the Support Period to, subject to the terms and conditions of this Agreement, use commercially reasonable efforts to: (a) The Company shall use ------------------------------------ its reasonable best efforts to file the Pending Reports as promptly as practicable after the date hereof, but in no event later than (i) act October 15, - 1998 for the Pending Reports for the periods ending in good faith and use commercially reasonable efforts to support and successfully complete solicitation of the Plan 1997 and (ii) do all things reasonably necessary November -- 30, 1998 for the periods ending in 1998. The Company shall provide drafts of such filings to Purchaser at Purchaser's request and appropriate shall consider any comments suggested by Purchaser; provided, that the Company will not be in furtherance breach of confirming the Plan and consummating -------- first sentence of this Section 7.11(a) due to Purchaser's delay in providing --------------- such comments to the Transactions in accordance with and within the time frames contemplated by this Agreement;Company. (b) complete, enter into, The Company shall use its reasonable best efforts to insure that the Settlement shall be approved by all parties and effectuate the Definitive Documents within appropriate court of competent jurisdiction in substantially the timeframes contemplated herein;form described in the MOU. (c) provide draft copies Except with respect to the Option Agreement and the Loan Agreement, the Company shall (i) maintain the shares of O-Sub free and clear of all material motions - Encumbrances for so long as either this Agreement or applications the Option Agreement remains in effect; and (ii) promptly (but no later than October 15, 1998) -- either remove any and all Encumbrances from the other documents relating assets subject to the Plan, Disclosure Statement, any proposed amended version Option Agreement or provide to Purchaser evidence reasonably satisfactory to Purchaser that such Encumbrances will be removed prior to the exercise of the Plan or Disclosure StatementInkjet Option. (d) The Company shall use its reasonable best efforts to finalize, all First Day Pleadingsexecute and deliver an agreement with Seiko Epson Corporation (the "Seiko Epson ----------- Agreement") covering the same matters described in the Letter of Intent, and any other Definitive Document that dated --------- April 22, 1997, between the Company intends to file with the Bankruptcy Court to Xxxx, Xxxxx and Milbank at least three calendar days before the date of filing of any such pleading or other document (and, if not reasonably practicableSeiko Epson Corporation, as soon as reasonably practicable before filing) andpracticable, without limiting any approval rights set forth but in this Agreementno event later than November 15, shall consult in good faith with Xxxx, Xxxxx and Milbank regarding the form and substance of any such proposed filing; (d) provide a copy of any written proposal for an Alternative Transaction (or a written summary of any oral proposal for an Alternative Transaction) received by the Company to advisors for the Initial Consenting Support Parties and the Sponsors on a “professional eyes only” basis within three days of the Company’s or its advisors’ receipt of such proposal;1998. (e) provide prompt written notice The Company shall use its reasonable best efforts (including paying all delinquent franchise taxes) to Milbank and Xxxx, Xxxxx of (i) restore the occurrence of any Creditor Termination Event, Company Termination Event, Sponsor Termination Event, or Individual Termination Event that and its Subsidiaries - to good standing in the jurisdiction in which the Company or its advisors are aware of such Subsidiary, as applicable, is incorporated or organized, and (ii) any matter restore the Company's and its -- Subsidiaries' licenses or circumstance qualifications to do business as foreign corporations and restore them to good standing in each jurisdiction in which the Company knows, or suspects is likely, to be a material impediment to the implementation or consummation character of the Transaction; (f) notproperties owned or leased by it or in which the transaction of its business makes such licensure, without qualification or good standing necessary. The Company shall use its reasonable best efforts to maintain the prior written consent good standing, licensure and qualifications of the Requisite Consenting Support Parties (with email from Requisite Consenting Support Parties’ counsel being sufficient): (i) enter into or amend, adopt, restate, supplement, or otherwise modify any employee benefit, deferred compensation, incentive, retention, bonus, or other compensatory arrangements, policies, programs, practices, plans or agreements, including offer letters, employment agreements, consulting agreements, severance arrangements, or change Company and its Subsidiaries in control arrangements with or for the benefit of any of its executive officers or (ii) increase the base salary, target bonus opportunity, or other benefits payable by the Company or its subsidiaries to any of its executive officers; (g) not directly or indirectly prepare, commence, or support any third party in connection with an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, liens or encumbrances securing, or priority of any Term Loan Secured Claims, Term Loan Deficiency Claims, or IPCo Notes Claims (each as defined in the Transaction Term Sheet); and (h) not directly or indirectly take any action that would be inconsistent with this Agreement or that is reasonably likely to interfere with the Transaction (including encouraging another person to undertake any action prohibited by this Agreement)all relevant jurisdictions.

Additional Agreements of the Company. Section 5.01 The Company covenants and agrees during the Support Period to, subject to the terms and conditions of this Agreement, use commercially reasonable efforts tothat: (a) (i) act The Company shall not, by amendment to its Charter as in effect on the date hereof, or through any reorganization, transfer of assets, consolidation, merger, dissolution, liquidation, issuance or sale of Securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, or which would have the effect of circumventing or avoiding the provisions of this Section 4, but shall at all times in good faith assist in the carrying out of all the provisions of this Section 4 and use commercially reasonable efforts in the taking of all such actions as may be necessary or appropriate in order to support and successfully complete solicitation protect the rights of the Plan and (ii) do all things reasonably necessary and appropriate in furtherance holders of confirming the Plan and consummating the Transactions in accordance with and within the time frames contemplated by this Agreement;Warrant Certificates against dilution or other impairment. (b) completeBefore taking any action that would result in an adjustment to the then current Purchase Price to a price that would be below the then current par value of Common Stock issuable upon exercise of any Warrant, enter into, the Company will take or cause to be taken any and effectuate all necessary corporate or other action that may be necessary in order that the Definitive Documents within the timeframes contemplated herein;Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon payment of such Purchase Price as so adjusted. (c) provide draft copies If the Company shall amend the provisions of all material motions any Rights (other than the Warrants), including, without limitation, the Outstanding Warrant or applications and other documents relating any outstanding stock options, or make any adjustment thereto (either in violation of this Section 4.13(c) or pursuant to any antidilution provision) so as to reduce the Consideration Per Share applicable thereto, increase the number of shares issuable upon exercise thereof or otherwise change the economic terms (such as the purchase price, exercise price, conversion price or conversion ratio) thereof, then the Company shall make appropriate adjustment, as nearly as practical to those that would be required by the provisions of Section 4.2 through Section 4.5, inclusive, most nearly analogous to the Planeffect of such amendment, Disclosure Statementto the Purchase Price, any proposed amended version and, pursuant to Section 4.10, to the number of shares of Common Stock issuable upon exercise of the Plan or Disclosure Statement, all First Day Pleadings, and any other Definitive Document that the Company intends to file with the Bankruptcy Court to Xxxx, Xxxxx and Milbank at least three calendar days before the date of filing of any such pleading or other document (and, if not reasonably practicableWarrants, as soon as reasonably practicable before filing) andshall be fair and equitable, without limiting any approval rights set forth in this Agreement, shall consult in good faith with Xxxx, Xxxxx and Milbank regarding such adjustment to be determined by the form and substance of any such proposed filing;Valuation Agent. (d) provide a copy In the event that any of the events described in any of Section 4.2 through Section 4.5, inclusive, give rise to an adjustment to the purchase, exercise or conversion price or conversion ratio, or number of shares of Common Stock issuable upon conversion or exercise, of any written proposal Rights (other than the Warrants), including, without limitation, the Outstanding Warrant or any outstanding stock options, then the adjustments provided for an Alternative Transaction (or a written summary in Section 4.2 through Section 4.5, inclusive, in respect of such event shall give effect both to the event giving rise to such adjustment under this Agreement and to all such adjustments made in respect of such other Rights; provided, however, that no such adjustment shall duplicate any oral proposal for an Alternative Transaction) received adjustment required to be made in respect thereof by the Company to advisors for the Initial Consenting Support Parties and the Sponsors on a “professional eyes only” basis within three days virtue of the Company’s or its advisors’ receipt provisions of such proposal; (e) provide prompt written notice to Milbank and Xxxx, Xxxxx of (i) the occurrence of any Creditor Termination Event, Company Termination Event, Sponsor Termination Event, or Individual Termination Event that the Company or its advisors are aware of or (ii) any matter or circumstance which the Company knows, or suspects is likely, to be a material impediment to the implementation or consummation of the Transaction; (f) not, without the prior written consent of the Requisite Consenting Support Parties (with email from Requisite Consenting Support Parties’ counsel being sufficient): (i) enter into or amend, adopt, restate, supplement, or otherwise modify any employee benefit, deferred compensation, incentive, retention, bonus, or other compensatory arrangements, policies, programs, practices, plans or agreements, including offer letters, employment agreements, consulting agreements, severance arrangements, or change in control arrangements with or for the benefit of any of its executive officers or (ii) increase the base salary, target bonus opportunity, or other benefits payable by the Company or its subsidiaries to any of its executive officers; (g) not directly or indirectly prepare, commence, or support any third party in connection with an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, liens or encumbrances securing, or priority of any Term Loan Secured Claims, Term Loan Deficiency Claims, or IPCo Notes Claims (each as defined in the Transaction Term Sheet); and (h) not directly or indirectly take any action that would be inconsistent with this Agreement or that is reasonably likely to interfere with the Transaction (including encouraging another person to undertake any action prohibited by this AgreementSection 4.13(c).

Additional Agreements of the Company. Section 5.01 The Company agrees during with each Purchaser: a) Not to amend or supplement the Support Period toOffering Circular at any time unless each Purchaser shall previously have been advised thereof and shall not reasonably have objected thereto after being furnished a copy thereof. b) Promptly from time to time to take such action as each Purchaser may reasonably request to qualify the Series E Notes for offering and sale under the securities laws of such jurisdictions as each Purchaser may reasonably request and to maintain such qualification in effect in such jurisdictions for as long as may be necessary to complete the initial distribution by the Purchasers of the Series E Notes, subject provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction in which it is not otherwise so subject. c) To furnish each Purchaser with as many copies of the Offering Circular and each amendment or supplement thereto as such Purchaser may from time to time reasonably request. d) If at any time prior to completion of the initial distribution of the Series E Notes any event shall have occurred as a result of which, in the reasonable opinion of counsel to the terms and conditions of this Agreement, use commercially reasonable efforts to: (a) (i) act in good faith and use commercially reasonable efforts to support and successfully complete solicitation of the Plan and (ii) do all things reasonably necessary and appropriate in furtherance of confirming the Plan and consummating the Transactions in accordance with and within the time frames contemplated by this Agreement; (b) complete, enter into, and effectuate the Definitive Documents within the timeframes contemplated herein; (c) provide draft copies of all material motions Company or applications and other documents relating to the PlanPurchasers, Disclosure Statement, any proposed amended version of the Plan or Disclosure Statement, all First Day Pleadings, and any other Definitive Document that the Company intends to file with the Bankruptcy Court to Xxxx, Xxxxx and Milbank at least three calendar days before the date of filing of any such pleading or other document (and, if not reasonably practicable, as soon as reasonably practicable before filing) and, without limiting any approval rights set forth in this Agreement, shall consult in good faith with Xxxx, Xxxxx and Milbank regarding the form and substance of any such proposed filing; (d) provide a copy of any written proposal for an Alternative Transaction (or a written summary of any oral proposal for an Alternative Transaction) received by the Company to advisors for the Initial Consenting Support Parties and the Sponsors on a “professional eyes only” basis within three days of the Company’s or its advisors’ receipt of such proposal; (e) provide prompt written notice to Milbank and Xxxx, Xxxxx of (i) the occurrence Offering Circular as then existing, amended or supplemented would include an untrue statement of a material fact or omit to state any Creditor Termination Eventmaterial fact necessary in order to make the statements therein, Company Termination Eventin the light of the circumstances under which they were made when such Offering Circular is delivered, Sponsor Termination Eventnot misleading, or Individual Termination Event that the Company or its advisors are aware of or (ii) if for any matter other reason, it shall be necessary or circumstance desirable during such same period to amend or supplement the Offering Circular, then to notify each Purchaser promptly, and upon Xxxxxx Brothers Inc.'s request to prepare and furnish as many copies as each Purchaser may reasonably request of an amended Offering Circular or a supplement to the Offering Circular which will correct such statement or omission or effect such necessary or desirable amendments or supplements and in form and substance satisfactory in the reasonable opinion of counsel for the Purchasers. Neither the Purchasers' consent to, nor the Purchasers' delivery of, any such amendment or supplement prior to the Time of Delivery shall constitute a waiver of any of the conditions set forth in Section 7 hereof. (i) Not to offer, sell, contract to sell, grant any option to purchase or otherwise dispose of, at any time prior to the Time of Delivery, or for a period of 90 days thereafter, any securities of the Company knowsthat are substantially similar to the Series E Notes, or suspects is likely, to be a material impediment any securities of the Company convertible into or exchangeable for securities of the Company substantially similar to the implementation or consummation of the Transaction; (f) notSeries E Notes, without the prior written consent of the Requisite Consenting Support Parties Xxxxxx Brothers Inc. (with email from Requisite Consenting Support Parties’ counsel being sufficient): (iii) enter into or amend, adopt, restate, supplementNot to engage, or otherwise modify permit its affiliates or any employee benefitperson acting on their behalf to engage, deferred compensationin any directed selling efforts (as that term is defined in Regulation S) with respect to the Series E Notes sold pursuant to Regulation S, incentiveand to comply, retentionand cause its affiliates and each person acting on their behalf to comply, bonus, or other compensatory arrangements, policies, programs, practices, plans or agreements, including offer letters, employment agreements, consulting agreements, severance arrangements, or change in control arrangements with or the offering restrictions of Regulation S with respect to those Series E Notes sold pursuant thereto (it being understood that the Company and its affiliates shall not have responsibility for the benefit actions of the Purchasers or any of their respective affiliates). f) To furnish at its expense, upon request, to holders and beneficial owners of the Series E Notes, prospective purchasers of the Series E Notes and to securities analysts, information satisfying the requirements of subsection (d)(4) of Rule 144A under the Securities Act, unless at such time the Company is subject to and in compliance with Section 13 or 15(d) of the Exchange Act. g) For a period of two years from the Time of Delivery, the Company will furnish to each Purchaser, as soon as reasonably available, copies of all annual reports, semiannual reports, notices of material adverse events and such other documents, reports and information as shall be furnished by the Company to the Trustee, the holders of the Series E Notes or, after any initial public offering of its equity securities, the Company's stockholders. h) During the period of two years after the Time of Delivery not to, and not to permit any of its executive officers or affiliates (ii) increase the base salary, target bonus opportunity, or other benefits payable by the Company or its subsidiaries to any of its executive officers; (g) not directly or indirectly prepare, commence, or support any third party in connection with an avoidance action or other legal proceeding that challenges the amount, validity, allowance, character, enforceability, liens or encumbrances securing, or priority of any Term Loan Secured Claims, Term Loan Deficiency Claims, or IPCo Notes Claims (each as defined in Rule 144 under the Transaction Term Sheet); andSecurities Act) to, resell the Series E Notes which have been reacquired by any of them, as beneficial owner or otherwise, and which constitute "restricted securities" under Rule 144 under the Securities Act otherwise than outside the United States in accordance with Regulation S. (hi) not directly Not to offer or indirectly take sell any action security that would will be inconsistent integrated with and negatively affect the status of the offer and sale of the Series E Notes in the United States as contemplated by this Agreement or that is reasonably likely as transactions exempt from the registration provisions of the Securities Act. j) To use the net proceeds received by it from the sale of the Series E Notes pursuant to interfere with this Agreement in the Transaction (including encouraging another person to undertake any action prohibited by this Agreement)manner specified in the Offering Circular under the caption "Use of Proceeds".