Additional Company Undertakings Sample Clauses

Additional Company Undertakings. 12.7.1 The Company and the Boards (and any applicable committees thereof) shall take all actions within their power and authority necessary so that no anti-takeover measure (including an agreement in the meaning of Section 2:346 paragraph 1 sub e of the DCC and any measure that would qualify as a "beschermingsmaatregel" under Section 4.2.6 of the Dutch Corporate Governance Code) that may be invoked or implemented by the Company (or any of its Affiliates), or that has been granted by the Company (or any of its Affiliates) to a third party, including the Foundation, that may be invoked or implemented by such third party (each, an "Anti-Takeover Measure") is or becomes applicable to any of the Transactions. Without prejudice to any remedies available to the Buyer under applicable Law, if any Anti-Takeover Measure becomes applicable to any of the Transactions or if the Foundation breaches any of its obligations under its support agreement with the Company as referred to in clause 3.5, the Company and the Boards (and any applicable committees thereof) shall grant such approvals and take such actions within their power and authority as are necessary or appropriate so that any such Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and any such breach shall be remedied as promptly as practicable following such breach and otherwise act within their power and authority to eliminate such Anti-Takeover Measures in respect of such Transactions and remedy such breach. 12.7.2 Except as otherwise set forth in clause 13, the Company shall control any action 61 / 107 brought against the Company or any of its Subsidiaries or their directors or officers, other than initiated by the Buyer or any of its Affiliates, relating in any way to this Agreement or the Transactions ("Transaction Litigation"); provided, that the Company shall give the Buyer the right to (i) review and comment in advance on all filings or responses to be made by the Company in connection with any Transaction Litigation (and any amendments thereto) and the Company shall consider in good faith any comments proposed by the Buyer, (ii) fully participate in (at the Buyer's sole expense), but not control, the defense of such Transaction Litigation, (iii) consult on any settlement with respect to such Transaction Litigation and (iv) fully participate in any negotiations or mediation with respect to any settlement with respect to such Transaction Litigation, and...
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Additional Company Undertakings. During the Support Period, the Company hereby undertakes in favor of the other Parties that it will: (a) maintain its good standing under the Laws of the Cayman Islands; (b) launch the Scheme and propose, file, and pursue expeditiously any other legal process or proceedings contemplated by or required to implement the Restructuring, including the Chapter 15 Filing; (c) convene all creditor and shareholder meetings required to implement the Restructuring, including, without limitation, the Scheme Meeting, subject to approval of the Cayman Court; (d) use all reasonable endeavors to obtain the Chapter 15 Recognition Order; EAST\184427738.2 (e) to the extent Provisional Liquidation is commenced, use commercially reasonable efforts to obtain consent from the appointed provisional liquidator to the terms of this Agreement; and (f) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Restructuring Documents and coordinate its activities with the other Parties (to the extent reasonably practicable and subject to the terms hereof) in respect of all material matters concerning the implementation and consummation of the Restructuring;
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Additional Company Undertakings. The Company shall take the following actions: (a) the Company will endeavor, but not be required, to settle the lawsuit styled Willxxx Xxxx Xxxxxxx x. Loon Mountain Recreation Corporation, Docket No. 96-C-202 (Superior Court of Grafton County, New Hampshire), before the Closing on terms it, in its sole discretion, deems in the best interests of the Company, which shall in any event include, if settled, an appropriate confidentiality agreement and general release of all further claims of the plaintiff; (b) the Company shall obtain within five (5) days after the First Amendment Date a Reaffirmation of Shareholder Agreement by each shareholder of the Company that originally executed a Shareholder Agreement, in substantially the form of Exhibit B to the First Amendment to Merger Agreement; (c) the Company will work with Purchaser to attempt in good faith to obtain for the Company a written and unconditional option to acquire a permanent right and easement over land owned by persons other than Slopeside Realty Trust at a commercially reasonable cost to provide access from Main Street in Lincoln, New Hampshire to the South Mountain Bridge; provided, however, that the failure to obtain such an option, despite the good faith efforts of the Purchaser and the Company shall not constitute a breach of this clause (c); and (d) the Company shall obtain within five (5) days after the First Amendment Date an indemnity bond in the face amount of at least Four Million Five Hundred Thousand Dollars ($4,500,000) from AIG, which indemnity bond will in any event will be subject to a commercially reasonable deductible which shall be no more than One Million Two Hundred Thousand Dollars ($1,200,000) and will have a premium of no more than Ninety Thousand Dollars ($90,000), to indemnify the Company for any CWA Penalty up to the face amount of such bond." 1.8 The second sentence of Section 6.1(d) of the Merger Agreement is amended by adding the parenthetical "(including, without limitation, as amended by the First Amendment to Merger Agreement)" immediately after the word "Agreement" appearing in such sentence. 1.9 Section 6.1 of the Merger Agreement is amended by addition a new Section 6.1(o) as follows:
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Related to Additional Company Undertakings

  • Additional Undertakings Pledgor will not, without the prior written consent of Pledgee: (a) enter into any agreement amending, supplementing or waiving any provision of any Pledged Interests (including any Organizational Documents or regulations to which such Pledged Interests relate) or compromising or releasing or extending the time for payment of any obligation of the maker thereof, provided that the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effect; (b) take or omit to take any action the taking or the omission of which would result in any impairment or alteration of (i) any obligation in respect of any Pledged Interests constituting Collateral or (ii) any other instrument constituting Collateral; (c) cause or permit any change to be made in its name, identity, corporate structure or state of incorporation or formation, or any change to be made to a jurisdiction other than as represented in (i) the location of any Collateral, (ii) the location of any records concerning any Collateral or (iii) in the location of its place of business (or, if it has more than one place of business, its chief executive office), unless Pledgor shall have notified Pledgee of such change at least 5 business days prior to the effective date of such change, and shall have first taken all action, if any, reasonably required by Pledgee for the purpose of further perfecting or protecting the security interest in favor of Pledgee in the Collateral; (d) permit the issuance of (i) any additional stock, membership, partnership or other equity interests or units of any class of additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof), (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof) or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such interests or units; or (e) enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any Pledged Interests, except as contained in the Organizational Documents in effect as of the date hereof, or restrictions on transfers imposed by federal and state securities laws.

  • INFORMATION UNDERTAKINGS The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • Financial Undertakings The Borrower will not enter into or remain liable upon, nor will it permit any Subsidiary to enter into or remain liable upon, any Financial Undertaking, except to the extent required to protect the Borrower and its Subsidiaries against increases in interest payable by them under variable interest Indebtedness.

  • Additional Agreement For the avoidance of doubt, this Section 9 shall be in addition to and shall not supersede (or be superseded by) any other agreements related to the subject matter of this Section 9 contained in any confidentiality agreement, noncompetition agreement or any other agreement between the Grantee and the Company.

  • Further Assurances and Corrective Instruments Issuer and Company agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for carrying out the intention of or facilitating the performance of this Agreement.

  • Additional Arrangements The UVMP in Košice can offer to students, within its own accommodation capacities, an accommodation in its own facilities for the respective academic year. The accommodation fee and conditions of providing the accommodation are in full competence of the UVMP.

  • Further Assurances and Post-Closing Conditions (a) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents (subject to the limitations set forth therein and in the definition of Collateral and Guarantee Requirement). (b) In the case of any Material Real Property referred to in Section 6.11(b), provide the Administrative Agent with Mortgages with respect to such Material Real Property within ninety (90) days, or such longer period as the Administrative Agent may agree, of the acquisition of such real property together with: (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value); (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements and in amount, reasonably acceptable to the Administrative Agent (not to exceed the value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, free and clear of all defects and encumbrances except for minor defects in title that do not materially interfere with the Loan Party’s ability to conduct business and subject to Liens permitted by Section 7.01, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably request; (iii) opinions of local counsel for the Loan Parties in states in which the such Material Real Property is located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent; and (iv) such other evidence that all other actions that the Administrative Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in the Mortgages has been taken.

  • Covenants and Additional Agreements 5.1. ACCESS; CONFIDENTIALITY.

  • Further Assurances and Additional Covenants (a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the parties hereto shall use its reasonable best efforts, prior to, on and after the Closing Date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Without limiting the foregoing, prior to, on and after the Closing Date, each party hereto shall cooperate with the other party, and without any further consideration, but at the expense of the requesting party, to execute and deliver, or use its reasonable best efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, and to take all such other actions as such party may reasonably be requested to take by any other party hereto from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the transfers of the SeraNova Assets and the assignment and assumption of the SeraNova Liabilities and the (c) On or prior to the Closing Date, Intelligroup and SeraNova in their respective capacities as direct and indirect stockholders of their respective Subsidiaries, shall each ratify any actions which are reasonably necessary or desirable to be taken by Intelligroup, SeraNova or any Subsidiary of Intelligroup or SeraNova, as the case may be, to effectuate the transactions contemplated by this Agreement. (d) Prior to the Closing Date, if one or more of the parties identifies any commercial or other service that is needed to assure a smooth and orderly transition of the businesses in connection with the consummation of the transactions contemplated hereby that is not otherwise governed by the provisions of this Agreement or any Ancillary Agreement, the parties will cooperate in determining whether there is a mutually acceptable arm's-length basis on which the other party will provide such service.

  • GENERAL UNDERTAKINGS The undertakings in this Clause 22 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

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