Availability of Specific Performance. The parties to the Merger Agreement agree that irreparable damage would occur if any of the provisions of the Merger Agreement were not performed in accordance with their specific terms or were otherwise breached. Therefore, the parties are entitled to seek an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the terms and conditions thereof in addition to any other remedy to which they are entitled at law or in equity. The parties agreed not to raise any objections to the availability of specific performance to prevent or restrain breaches or threatened breaches of the Table of Contents Merger Agreement by such party (or parties) thereto, and to specifically enforce the terms and provisions of the Merger Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such party (or parties) under the Merger Agreement.
Availability of Specific Performance. The parties to the Merger Agreement agree that that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform the provisions of the Merger Agreement (including failing to take such actions as are required of them hereunder to consummate the Merger Agreement) in accordance with its specified terms or otherwise breach such provisions. Subject to the following sentence, the parties acknowledge and agree that the parties shall be entitled to an injunction, a decree or order of specific performance and other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions hereof (including with respect to the obligations of Parent and Purchaser to accept for payment and pay for Shares and the obligation of Parent to consummate the Merger), this being in addition to any other remedy to which they are entitled under law or in equity under the Merger Agreement. Notwithstanding the foregoing, it is explicitly agreed that AMPAC shall only be entitled to seek an injunction, specific performance or other equitable remedies in connection with enforcing Parent’s obligation to cause the Equity Financing to be funded to fund the Offer and the Merger, in each case, only in the event that (i) with respect to any funding of the Equity Financing to occur at the Offer Closing, all of the Offer Conditions shall have been satisfied or waived as of the Expiration Date, and, with respect to any funding of the Equity Financing to occur at the Closing, all the conditions of the Merger would have been satisfied if the Closing were to have occurred at such time (other than those conditions that by their terms are to be satisfied by actions taken at the Closing, each of which shall be capable of being satisfied at the Closing), (ii) the Debt Financing has been funded or will be funded in accordance with the terms thereof at the Offer Closing and the Closing, as applicable, if the Equity Financing is funded at the Offer Closing or the Closing, as applicable; and (iii) AMPAC has irrevocably confirmed to Parent in writing that (A) all the Offer Conditions and the conditions to consummation of the Merger contained in the Merger Agreement, as applicable, have been satisfied or that it is willing to waive any such open conditions, and (B) if specific performance is granted and if the Equity Financing and the Debt Financing were funded, the Offer C...
Availability of Specific Performance. The parties hereto acknowledge that the actual damages which would be sustained upon the breach of this Agreement by any of the parties cannot be expressed in monetary terms. Therefore, any party aggrieved by the breach or threatened breach of any of the terms of this Agreement may apply to any court of competent jurisdiction for preliminary, temporary and permanent injunctive relief to compel specific performance of the terms and conditions of this Agreement; provided, however, the merits of any breach which is the basis of such injunctive relief shall be determined by the arbitrator pursuant to the arbitration procedure as set forth above. Each party to this Agreement against whom such action is brought hereby waives and releases all rights to assert that the aggrieved party has an adequate remedy at law and further agrees not to assert in any court the claim or defense that such remedy at law exists.
Availability of Specific Performance. The parties agreed that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of the Merger Agreement in accordance with its specified terms or otherwise breach such provisions. The parties acknowledged and agreed that the parties would be entitled to an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement, in addition to any other remedy to which they are entitled at law or in equity.
Availability of Specific Performance. The parties agreed that if any of the provisions of the Merger Agreement were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur and, in such circumstance, the parties would be entitled to an injunction to prevent breaches of the Merger Agreement and to enforce specifically the Merger Agreement’s terms. The parties explicitly agreed that RC2 may specifically enforce Parent and Purchaser’s obligation to consummate and fund the Offer and the Merger. The parties agreed that they would not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the other party has an adequate remedy at law or that any such relief is not an appropriate remedy. The parties are not required to provide a bond or other security to seek an injunction or injunctions to prevent breaches of the Merger Agreement.
Availability of Specific Performance. The parties agreed that, if the parties did not perform their obligations under the Merger Agreement, irreparable damage would occur and, in such circumstance, Tasty Baking, Parent and Purchaser, as applicable, would be entitled to an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement. The parties agreed that they would not oppose the granting of an injunction, specific performance and other equitable relief on the basis that they have an adequate remedy at law or that any award of specific performance is not an appropriate remedy. The parties agreed to waive any requirement for securing a bond in connection with obtaining the injunction or other equitable relief.
