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 the terms hereof, the Company shall and procure that CEDC Finance Corporation LLC shall:
Commitment of the Company. Subject to the terms hereof, if the Company accedes to this Agreement in accordance with Section 10, the Company shall:
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. (a) From the Agreement Effective Date until the termination of this Agreement in accordance with the terms hereof, each of the Company Parties agrees to:
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) EXECUTION COPY 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. 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. NOTICE AGREEMENT BETWEEN XXXXXXX & C. S.P.A., EDIZIONE HOLDING S.P.A. AND EDIZIONE FINANCE INTERNATIONAL S.A. Notice issued in compliance and for purposes of article 122 D. Lgs february 24 1998 n. 58 o f regulation adopted by Consob resolution n.11971 of May 14 1999 (as amended) 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. Milano, September 11, 2004 Xxxxxxx & C. S.p.A. Edizione Holding S.p.A. - Edizione Finance International S.A.
Commitment of the Company a) The Company shall use commercially reasonable efforts to consummate the Transaction substantially in accordance with the Merger Agreement, and shall promptly give Season Smart written notice of any event, circumstance, change or development occurring after the date hereof that gives rise to, or that would reasonably be expected to give rise to, an event entitling a Party to terminate this Agreement under Section 5.
Commitment of the Company. The Company shall use commercially reasonable efforts to consummate the Transaction substantially in accordance with the TSA Term Sheet.
Commitment of the Company. Subject to its fiduciary duties (set forth in Section 25 below), the Company agrees to use its commercially reasonable efforts to (i) support and complete the Transactions and all other actions contemplated under the Plan and the Approved Plan Documents, (ii) take any and all necessary and appropriate actions in furtherance of the Transactions and the other actions contemplated under the Plan and the Approved Plan Documents, (iii) obtain any and all required regulatory approvals and material third-party approvals for the Transactions, and (iv) not take any actions inconsistent with this Agreement, the Term Sheet, the Approved Plan Documents, or the confirmation and consummation of the Plan. Subject to its fiduciary duties (set forth in Section 25 below), the Company shall not, directly or indirectly, seek, solicit, negotiate, support or engage in any discussions relating to, or enter into any agreements relating to, any restructuring, plan of reorganization, dissolution, winding up, liquidation, reorganization, merger, transaction, sale, or disposition of the Company (or all or substantially all of its assets or equity) other than the Plan (as it may be amended, supplemented or otherwise modified as provided herein) or as otherwise set forth in the Term Sheet (as it may be amended, supplemented or otherwise modified as provided herein), nor shall the Company solicit or direct any person or entity, including, without limitation, any member of the Company’s board of directors or any holder of equity in the Company, to undertake any of the foregoing; provided, however, that the Company may agree to modifications to the Term Sheet, the Plan and the Plan Related Documents, as provided herein.
