Commitments of the Company. Subject to the terms and conditions of this Agreement, the Company agrees that, so long as no Termination Event has occurred:
(a) on the Settlement Date, the Company will effectuate the RCF Restructuring in accordance with the provisions of this Agreement and the Term Sheet, including by entering into the Definitive Closing Documents in connection with the RCF Restructuring;
(b) on the Notes Exchange Commencement Date (unless such date is extended in accordance with the terms of this Agreement), the Company will distribute the documents for the Notes Exchange Offer to holders of the 2022 Notes in accordance with the provisions of this Agreement, the Offering Memorandum, the Term Sheet and the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the ”Exchange Act”), and the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder;
(c) on a timely basis, the Company shall negotiate in good faith the Definitive Closing Documents with the respective Parties thereto and execute and deliver each Definitive Closing Document to which it is to be a party;
(d) the Company shall (i) use commercially reasonable efforts as permitted under applicable laws and regulations to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable to consummate and make effective the Transaction and all other actions contemplated in connection therewith and under the Definitive Documents, (ii) take any action reasonably requested by any Consenting Party to facilitate the implementation and consummation of the Transaction, and (iii) refrain from taking any actions inconsistent with, and not failing or omitting to take an action that is required by, this Agreement or the Definitive Documents;
(e) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Transaction, the Company will support and take all steps reasonably necessary or desirable to address any such impediment;
(f) the Company shall promptly pay when due all the reasonable and documented and invoiced fees, costs, and out-of-pocket expenses of the advisors for the Administrative Agent, the Revolving Lenders and the Ad Hoc Group in accordance with their respective engagement letters, if any. Nothing, in this Section 3(f) shall, or shall be deemed to, modify, amend, limit, or otherwise alter the term...
Commitments of the Company. Except as set forth in Section 8 hereof, subject to compliance in all material respects by the other Parties with the terms of this Agreement, and without limiting the mutual commitments set forth in Section 5.01 hereof in any respect, the Company hereby covenants and agrees to:
(a) file the Plan (or Plans, if separate), the Plan Solicitation Materials for the Plan (or Plans, if separate), and the motion or motions to approve the Disclosure Statement (or Disclosure Statements, if separate) on or before 163 days following the Petition Date.”
Commitments of the Company. Except as set forth in Section 8 hereof, subject to compliance in all material respects by the other Parties with the terms of this Agreement, and without limiting the mutual commitments set forth in Section 5.01 hereof in any respect, the Company hereby covenants and agrees to:
(a) file the Plan (or Plans, if separate), the Plan Solicitation Materials for the Plan (or Plans, if separate), and the motion or motions to approve the Disclosure Statement (or Disclosure Statements, if separate) on or before 156 days following the Petition Date; provided, that the administrative agent for the LINN Credit Agreement and the Xxxxx Credit Agreement and the Company may agree in writing to further extend such preceding deadline to 163 days (and for the avoidance of doubt, the consent of the Required Consenting Creditors shall not be required for such further extension).”
Commitments of the Company. (a) During the Effective Period, the Company shall:
(i) use commercially reasonable efforts in good faith to obtain orders of the Bankruptcy Court in respect of the Restructuring Transactions, including, but not limited to, obtaining entry of the PSA Approval Order, the BCA Approval Order, the Rights Offering Procedures Order, the Disclosure Statement Order and the Confirmation Order;
(ii) support and take all steps reasonably necessary or desirable to consummate the Restructuring Transactions in accordance with this Agreement, including the preparation and filing within the time-frame provided in this Agreement of the Plan Transaction Documents, effectuating the Rights Offering Procedures and obtaining the Exit Financing Commitments;
(iii) execute and deliver any other required agreements to effectuate and consummate the Restructuring Transactions;
(iv) obtain any and all required regulatory and/or third-party approvals necessary for the consummation of the Restructuring Transactions;
(v) effectuate the Restructuring Transactions within the time-frame provided in this Agreement; and
(vi) not object to, delay, impede, or take any other action that is materially inconsistent with, or is intended or is likely to interfere in a material way with acceptance or implementation of the Restructuring Transactions.
(b) The Company represents and warrants to the Consenting Creditors that, other than the joint venture transaction in China to which the Company is a party and the sale of certain interests in Tudor India Ltd., there are no pending agreements (oral or written) or understandings with respect to any plan of reorganization or liquidation, proposal, offer, dissolution, winding up, liquidation, reorganization, recapitalization, merger, consolidation, business combination, joint venture, partnership, or restructuring. If the Company makes or receives a written proposal or expression of interest regarding any plan of reorganization or liquidation, proposal, offer, dissolution, winding up, liquidation, reorganization, recapitalization, merger, consolidation, business combination, joint venture, partnership, or restructuring involving the Company, or any of its assets, properties or businesses (other than the Plan or a Sale (as defined below)) (in each case, an “Alternative Transaction”), the Company shall promptly notify counsel to the Unofficial Noteholder Committee of the terms of any such proposal made by the Company and of the receipt of any such proposal or ...
Commitments of the Company. During the Effective Period, subject to the terms of this Agreement (including the terms and conditions set forth in the Restructuring Term Sheet), including, for the avoidance of doubt, the Company’s solicitation, evaluation, negotiation, review and pursuit of Alternative Transactions to the extent set forth herein and in the Bidding Procedures Order, the Company agrees that it shall, and shall direct its Subsidiaries and its and their respective Affiliates to:
(a) (i) use commercially reasonable efforts to seek approval of the Plan and to complete the Restructuring; (ii) prosecute and defend any appeals relating to the Confirmation Order; (iii) support and consummate the Restructuring in a timely manner in accordance with this Agreement, including to negotiate in good faith all Definitive Documents, coordinate its activities with the other Parties hereto in respect of all matters concerning the implementation and consummation of the Restructuring and take any and all necessary and appropriate actions in furtherance of this Agreement, (iv) use reasonable best efforts to comply with each Milestone as set forth in Annex D to the Restructuring Term Sheet, including agreeing to the extension of such Milestones as required to accommodate the Bankruptcy Court’s calendar; and (v) comply with each of its other covenants and commitments set forth in this Agreement or the Restructuring Term Sheet;
(b) provide draft copies of (i) the Plan and Disclosure Statement to counsel to the Supporting Lenders at least ten (10) calendar days prior to filing with the Bankruptcy Court, (ii) the Plan Supplement, the motion to approve the Disclosure Statement, the Solicitation Materials, any proposed Confirmation Order, any proposed amended version of the Plan or the Disclosure Statement, all “second day” pleadings (including forms of orders thereof), and any other motions, draft orders, pleadings or briefs that are material to the Restructuring (collectively, the “Three Day Review Pleadings”) the Company intends to file with the Bankruptcy Court to counsel to the Supporting Lenders at least two (2) Business Days prior to filing with the Bankruptcy Court, with all other motions, applications, proposed orders, pleadings and briefs (“Other Motions”) the Company intends to file with the Bankruptcy Court to be provided to counsel to the Supporting Lenders no fewer than twenty-four (24) hours prior to filing with the Bankruptcy Court, and in each case, consult in good faith with such c...
Commitments of the Company. (a) The Company shall deliver to Isonics the financial information Isonics reasonably requires in order to prepare and file all reports, registration statements and other documents that Isonics is required to file or publicly make available under the Securities Act and Exchange Act, within fifteen days following the end of each fiscal quarter of the Company and 30 days following the end of each fiscal year of the Company.
(b) The Company shall provide reasonable assistance to the independent registered public accounting firm retained by Isonics, at Isonics’ sole cost and expense, to audit the books and records of the Company and provide Isonics with audited annual financial statements of the Company, when and as reasonably required by Isonics in order for Isonics to comply with Isonics’ reporting obligations under the Securities Act and Exchange Act.
(c) The Company will not authorize the issuance of any Securities or accept the Transfer by any Stockholder of Securities of the Company unless the person acquiring such Securities agrees to become a party to this Agreement, appropriately modified, such agreement to be evidenced by a duly completed, dated and executed Instrument of Accession.
Commitments of the Company. As part of the consideration for this Agreement, the Company agrees to make the following marketing commitment with respect to the Products:
7.1. The Company shall emphasize the Products in communications to its sales representatives and encourage their sale preferentially.
7.2. The Company shall exclusively promote the Products to its customers.
7.3. The Company shall feature the Products exclusively at the Company's National Sales Meeting and shall feature the Products exclusively in the Company's product literature.
7.4. The Company shall invite four (4) representatives of the Purchaser to participate in the Company's National Sales Meeting and at the discretion of the Purchaser to participate in any regularly scheduled Company district sales meeting.
7.5. [ ]
7.6. The Company shall not use the Herwig name or logo for any purpose after the Closing Dxxx, except usage incidental to the sales of Herwig items at the Company's district locations or Xxxxxcts.
Commitments of the Company. Subject to the caveats set forth herein regarding Bankruptcy Court approval and fiduciary duties, the Company hereby agrees to (i) execute this Agreement immediately upon entry of the Approval Order, (ii) use reasonable best efforts to prepare or cause the preparation of the Plan and the other Approved Plan Documents,
Commitments of the Company. Subject to the terms and conditions of this Agreement, the Company agrees that, so long as no Termination Event has occurred:
(a) the Company shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable laws and regulations to consummate and make effective the Surety Transaction; and
(b) to the extent provided for in the Surety Resolution Term Sheet, the Company shall promptly pay when due the reasonable and documented fees, costs, and out-of-pocket expenses of the Sureties. For the avoidance of doubt, nothing in this Section 3(b) shall, or shall be deemed to, modify, amend, limit, or otherwise alter the terms of or obligations under the Surety Agreements or any other agreement or undertaking entered into by the Company.
Commitments of the Company. The Company makes the following promises to the International Underwriters, stipulating that these promises shall be deemed to be reiterated on the Settlement Date and, if applicable, on any Additional Settlement Date, as if they were made upon each of these dates:
4.2.1 the Company promises the International Underwriters, as of the date of signing of the Master Agreement and for a period ending ninety (90) days after the Settlement Date, not to, without the prior written consent of the International Underwriters, which consent may not be withheld without just and legitimate cause:
(i) carry out or promise to carry out any issue, offer, loan, pledge, promise to sell or transfer, directly or indirectly, of shares or other equity securities of the Company, or financial instruments giving access, directly or indirectly, immediately or in the future in any manner whatsoever, to the capital of the Company (“Equity Securities”); publicly announce its intention to carry out such an operation, (ii) allow or promise to allow, any third party or any Subsidiary to carry out any issue, offer, loan, pledge, promise to sell or transfer, directly or indirectly, of the Company’s Equity Securities, (iii) enter into any transaction of equivalent economic effect, it being stipulated that the following are excluded from the scope of this paragraph (a): • the New Shares issued in connection with the International Private Placement; • the Equity Securities that may be issued or delivered by the Company in connection with transactions reserved for employees and corporate officers of the Company; • shares that may be issued or delivered by the Company upon the exercising of the share subscription options or warrants; • shares that may be issued by the Company due to increases in capital resulting from the capitalization of reserves, profits or premiums; and • shares that may be issued by the Company due to increases in capital in exchange for contributions, or that may be issued in connection with mergers, provided that the beneficiaries of the increase in capital promise to keep the shares issued in exchange for contributions or in connection with mergers until the end of a period of /ninety (90) days after the Settlement Date.
(b) enter into or promise to enter into any swap or other agreement transferring to a third party, in whole or in part, the economic effects of the ownership of Equity Securities, whether these transactions result in a settlement by delivery of Equity Sec...
