Commitment of the Company Sample Clauses

Commitment of the Company. Subject to Section 14 herein and for so long as no Termination Event has occurred, the Company agrees to: (i) support and complete the Restructuring and all transactions contemplated under this Agreement, the Restructuring Term Sheet, the Plan and all other Plan Related Documents; (ii) negotiate in good faith the Definitive Documents contemplated by this Agreement or otherwise necessary to effectuate the Restructuring, including, but not limited to the Plan, Disclosure Statement and Plan Related Documents, which shall be in form and substance reasonably acceptable to the Sponsoring Noteholders and the Company, on the terms and subject to the conditions as substantially set forth in this Agreement; (iii) take any and all necessary and appropriate actions in furtherance of the Restructuring and the transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents, including objecting to any pleadings filed with the Bankruptcy Court in opposition to the Restructuring (or that would frustrate or impede the Restructuring), the Plan Related Documents, or the Definitive Documents; (iv) file a formal objection or other opposition, on a timely basis in accordance with applicable law, to any motion, pleading, application, adversary proceeding or cause of action filed with the Bankruptcy Court by a third party seeking the entry of an order (a) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code), (b) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (c) dismissing the Chapter 11 Cases, or (d) modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable; (v) complete the Restructuring and all transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents within the Case Milestones set forth in this Agreement, (vi) obtain any and all required governmental, regulatory and/or third-party approvals for the Restructuring; (vii) take no actions inconsistent with this Agreement, the Restructuring Term Sheet, or the confirmation and consummation of the Plan; (viii) comply with each Case Milestone set forth in Section 5 herein; (ix) not commence or support any avoidance action or other legal proceeding (or consent to any other Person obtaining standing to commence any such avoidance action or ot...

Commitment of the Company. Subject to the Company’s fiduciary duties under applicable law and for so long as no Termination Event has occurred, the Company agrees to use its reasonable best efforts to (i) support and complete the Restructuring and all transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents; (ii) take any and all necessary and appropriate actions in furtherance of the Restructuring and the transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents; (iii) complete the Restructuring and all transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents within any time-frames outlined in this Agreement, (iv) obtain any and all required governmental, regulatory and/or third-party approvals for the Restructuring; and (v) take no actions inconsistent with this Agreement, the Restructuring Term Sheet, or the confirmation and consummation of the Plan.

Commitment of the Company. Subject to its fiduciary duties as debtor in possession based upon advice of counsel, the Company agrees to use its best efforts to (i) support and complete the Restructuring and all transactions contemplated by the Plan, (ii) take any and all necessary and appropriate actions in furtherance of the Restructuring, (iii) complete the Restructuring and all transactions contemplated under the Plan within the time-frames outlined herein, including, without limitation, by promptly filing the Plan and taking all steps necessary and desirable to obtain an order of the Bankruptcy Court confirming the Plan and to close the Restructuring prior to the Outside Date, (iv) obtain any and all required regulatory and/or third-party approvals for the Restructuring, and (v) to not directly or indirectly seek, solicit, support, consent to, or participate in the negotiation or formulation of (x) any plan of reorganization, proposal, offer, dissolution, winding up, liquidation, reorganization, merger or restructuring for the Company other than the Plan, (y) any disposition of assets not specifically set forth in the Plan, or (z) any other action that is inconsistent with, or that would delay or obstruct the proposed solicitation, confirmation or consummation of, the Plan.

Commitment of the Company. Subject to Section 27, the Company agrees to use its best efforts to (i) support and complete the Restructuring and all transactions contemplated under the Plan, (ii) take any and all necessary and appropriate actions in furtherance of the Restructuring and the transactions contemplated under the Plan, (iii) complete the Restructuring and all transactions contemplated under the Plan within the time-frame outlined herein, including, without limitation, by filing the Plan and Disclosure Statement with the Bankruptcy Court no later than sixty (60) days after the Commencement Date and taking all steps which are required to obtain the Confirmation Order on or before March 15, 2011 and achieving the Effective Date prior to the Outside Date, (iv) obtain any and all required regulatory and/or third-party approvals for the Restructuring, and (v) take no actions inconsistent with this Plan Support Agreement, the Plan Term Sheet, or the expeditious confirmation and consummation of the Plan.

Commitment of the Company. Subject to the terms hereof, the Company shall and procure that CEDC Finance Corporation LLC shall: (a) promptly execute a supplemental indenture to the Existing 2016 Notes Indenture effecting the Initial Amendments and, promptly following commencement of the Chapter 11 Cases, seeking Bankruptcy Court approval and assumption of the RTL Investment Agreement; (b) comply with its obligations to RTL in the RTL Investment Agreement pursuant to the terms of that agreement and take any other necessary and appropriate actions in furtherance of the Restructuring, the Chapter 11 Plan and this Agreement; (c) use commercially reasonable efforts to meet all Milestones; (d) permit the disclosure of this Agreement, and the aggregate amount of Covered Claims held by the Plan Support Parties; provided, however, that the Parties shall not disclose the names of or individual claim amounts held by the Consenting 2016 Noteholders; (e) consult with and solicit the views of the Plan Support Parties regarding the Company’s evaluation of any Alternative Restructuring; and (f) promptly take all necessary action to convert any filing of the Company pursuant to Section 303 of the Bankruptcy Code to a voluntary filing; provided, however, that for the avoidance of doubt, nothing in this Agreement shall in any way amend or modify the Company’s or RTL’s rights and duties under the RTL Investment Agreement.

Commitment of the Company. Subject to the terms hereof, if the Company accedes to this Agreement in accordance with Section 10, the Company shall: (a) amend the Chapter 11 Plan to be consistent with the terms set forth in the Term Sheet; (b) take any and all necessary and appropriate actions in furtherance of the Restructuring, the Amended Plan and this Agreement (including, promptly following its accession to this Agreement, executing a supplemental indenture to the Existing 2016 Notes Indenture effecting the Initial Amendments and, promptly following commencement of the Chapter 11 Cases, seeking Bankruptcy Court approval and assumption of the RTL Investment Agreement); (c) use commercially reasonable efforts to meet all Milestones; (d) obtain any and all required regulatory and/or third-party approvals for the Restructuring; PRIVILEGED & CONFIDENTIAL F.R.E. 408 SETTLEMENT DISCUSSIONS (e) not take any actions inconsistent with the adoption and implementation of the Amended Plan and speedy confirmation thereof; (f) not take, nor encourage any other person or entity to take, any action that directly or indirectly interferes with or delays the acceptance or implementation of the transactions contemplated under the Restructuring, including, without limitation, initiating or joining any legal proceeding or directly or indirectly negotiating or soliciting any Alternative Restructuring; (g) permit the disclosure of this Agreement, and the aggregate amount of Covered Claims held by the Plan Support Parties; provided, however, that the Parties shall not disclose the names of or individual claim amounts held by the Consenting 2013 Noteholders; and (h) consult with and solicit the views of the Consenting 2013 Noteholders regarding the Company’s evaluation of any Alternative Restructuring.

Commitment of the Company. Except as set forth in Section 18, subject to compliance in all material respects by the other Parties with the terms of this Agreement, from the Effective Date and until the occurrence of a Termination Date (as defined below) the Company (i) agrees to (A) support and complete the Restructuring and all transactions set forth in the Plan and this Agreement, (B) complete the Restructuring and all transactions set forth or described in the Plan in accordance with the Milestones set forth in Section 4 of this Agreement, (C) negotiate in good faith all Definitive Documentation that is subject to negotiation as of the Effective Date, (D) take any and all necessary actions in furtherance of the Restructuring, this Agreement, and the Plan, (E) make commercially reasonable efforts to obtain any and all required regulatory and/or third-party approvals for the Restructuring, and (F) use good faith efforts to negotiate, execute and implement the Definitive Documentation on terms not materially inconsistent with the Term Sheet and (ii) shall not undertake any actions materially inconsistent with the adoption and implementation of the Plan and confirmation thereof.

Commitment of the Company. The Company shall use commercially reasonable efforts to consummate the Transaction substantially in accordance with the IOI.

Commitment of the Company. Unless otherwise agreed upon in writing between the Parties, the Company may not acquire Olivetti common shares (or exercise conversion or acquisition or subscription rights in Olivetti common shares arising from the bonds and warrants outstanding or newly issued) so as to exceed the current OPA floor, currently established at 30% (thirty percent), taking into account for this purpose the effect of the own shares held directly and indirectly by Olivetti S.p.A., as set forth in the current laws and regulations, including the regulations issued by CONSOB. Milan, February 13, 2002 PIRELLI S.p.A. EDIZIONE HOLDING S.p.A. EDIZIONE FINANCE INTERNATIONAL S.A. AGREEMENT BETWEEN XXXXXXX & C. S.P.A., EDIZIONE HOLDING S.P.A. AND EDIZIONE FINANCE INTERNATIONAL S.A. Provided that: - no party has communicated its intention to withdraw from the Agreement Between Pirelli & C. S.p.A., Edizione Holding S.p.A. and Edizione Finance International S.A., undersigned on August 7, 2001 and later modified (on September 14, 2001 and February 13, 2002), it is announced, in accordance with the laws above indicated, that such Agreement is tacitly renewed until October 4, 2007. The Agreement is registered with Registro delle Imprese – Offices of Milan, R ome and Turin. Xxxxxxx & C. S.p.A. Edizione Holding S.p.A. - Edizione Finance International S.A.

Commitment of the Company. Subject to its fiduciary duties as debtor in possession, the Company agrees to use its best efforts to (i) support and complete the Restructuring, the Sale and all transactions contemplated by the Plan in accordance with the Milestones, (ii) take any and all necessary and appropriate actions in furtherance of the Restructuring, the Sale and the Plan, (iii) complete the Restructuring, the Sale and achieve confirmation of the Plan in accordance with the Milestones, including, without limitation, by filing the Plan, Disclosure Statement and all other documents necessary or appropriate in connection with the Sale, the Disclosure Statement and the Plan, with the Bankruptcy Court in accordance with the Milestones, (iv) not take any other action that is inconsistent with, or that would delay or obstruct the proposed solicitation as to or confirmation or consummation of the Plan and (v) object to any Disputed Claims.