Common use of Company Debt Arrangements Clause in Contracts

Company Debt Arrangements. (a) From the date of this Agreement through the Effective Time, at Parent’s written request, the Company shall use its reasonable best efforts to cooperate with, and provide all reasonable assistance to, Parent in connection with any steps Parent may, in its sole discretion, determine are necessary or desirable in order for Parent to terminate, retire, repay, defease, restructure, exchange, repurchase or redeem, effective at or after the Effective Time, some or all amounts outstanding under or commitments issued pursuant to (i) the Company Credit Agreement and/or (ii) the Company Indenture, and at such time terminate any or all such agreements, which cooperation and assistance shall include arranging for (A) the optional redemption, defeasance or other repurchase by Parent (on behalf of the Company) or any of Parent’s Subsidiaries of, or a tender offer or exchange offer by Parent (on behalf of the Company) or any of Parent’s Subsidiaries for, some or all of the notes issued and outstanding pursuant to the Company Indenture (and in connection therewith, obtaining the release of all guarantees with respect thereto), provided that the consummation of any such redemption, defeasance, repurchase, tender offer or exchange offer shall be contingent upon the occurrence of the Merger unless otherwise agreed by the Company, or (B) the repayment or prepayment by Parent or any of Parent’s Subsidiaries of any amounts outstanding under the Company Credit Agreement on or after the Closing Date (and in connection therewith, obtaining the termination of all commitments under and the release of all guarantees and Liens with respect thereto), provided that the consummation of any such repayment or prepayment shall be contingent upon the occurrence of the Merger unless otherwise agreed by the Company. (b) The Company shall use its reasonable best efforts to timely make all notices, and timely take all such other actions, required to be made by it pursuant to the Company Credit Agreement and the Company Indenture in connection with this Agreement and/or any of the Transactions, including to effectuate as of the Effective Time, the payments, releases, terminations and other matters contemplated by Section 6.12(a). (c) All documentation prepared by the Company, the Subsidiaries of the Company and/or the Representatives of any of the foregoing in connection with this Section 6.12 shall be subject to the prior review, comment and approval of Parent. (d) This Section 6.12 shall be subject to Sections 6.15(a), 6.15(b), 6.15(c), 6.15(d) and 6.15(e).

Appears in 2 contracts

Samples: Merger Agreement (Conagra Brands Inc.), Merger Agreement (Pinnacle Foods Inc.)

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Company Debt Arrangements. (a) From the date of this Agreement hereof through the Effective Time, at Parent’s written request, the Company shall use its reasonable best efforts to cooperate with, and provide all reasonable assistance to, Parent in connection with any steps Parent may, in its sole discretion, determine are necessary or desirable to take in order for Parent to terminate, retire, repay, defease, restructure, exchange, repurchase or redeem, effective at or after the Effective Time, some or all amounts outstanding under or commitments issued pursuant to (ia) the Company Credit Agreement and/or (ii) the Company Indenture, and at such time terminate any or all such agreementsCompany Credit Agreements (other than the MLP Credit Agreement) and/or (b) any or all Company Indentures, which cooperation and assistance shall include include, arranging for (Ax) the optional redemption, defeasance or other repurchase by the Parent (on behalf of the Company) or any of Parent’s Subsidiaries of, or a tender offer or exchange offer by Parent (on behalf of the Company) or any of Parent’s Subsidiaries for, some or all of the notes issued and outstanding pursuant to the any Company Indenture (and in connection therewith, obtaining the release of all guarantees and liens with respect thereto), provided that the consummation of any such redemption, defeasance, repurchase, repurchase or tender offer or exchange offer shall be contingent upon the occurrence of the Merger Effective Time unless otherwise agreed by the Company, Company or (By) the repayment or prepayment by Parent or any of Parent’s Subsidiaries of any amounts outstanding under the any Company Credit Agreement (other than the MLP Credit Agreement) on or after the Closing Date (and in connection therewith, obtaining the termination of all commitments under and the release of all guarantees and Liens liens with respect thereto), provided that the consummation of any such repayment or prepayment shall be contingent upon the occurrence of the Merger Effective Time unless otherwise agreed by the Company. (b) The Company shall use its reasonable best efforts to timely make all notices, and timely take all such other actions, required to be made by it pursuant to the each Company Credit Agreement (other than the MLP Credit Agreement) and the Company Indenture in connection with this Agreement and/or any of the Transactions, including to effectuate as of the Effective Time, the payments, releases, terminations and other matters transactions contemplated by Section 6.12(a)hereby. (c) All documentation prepared by the Company, the Company’s Subsidiaries of the Company and/or the Representatives of any of the foregoing in connection with this Section 6.12 ‎6.14 shall be subject to the prior review, comment and approval of Parent. (d) This Section 6.12 ‎6.14 shall be subject to Sections 6.15(a), 6.15(b), 6.15(c), 6.15(d‎6.17(d) and 6.15(e‎6.17(e). (e) For purposes of this Agreement:

Appears in 1 contract

Samples: Merger Agreement (Western Refining, Inc.)

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Company Debt Arrangements. (a) From the date of this Agreement hereof through the Effective Time, at Parent’s written request, the Company shall use its reasonable best efforts to cooperate with, and provide all reasonable assistance to, Parent in connection with any steps Parent may, in its sole discretion, determine are necessary or desirable to take in order for Parent to terminate, retire, repay, defease, restructure, exchange, repurchase or redeem, effective at or after the Effective Time, some or all amounts outstanding under or commitments issued pursuant to (ia) the Company Credit Agreement and/or (ii) the Company Indenture, and at such time terminate any or all such agreementsCompany Credit Agreements (other than the MLP Credit Agreement) and/or (b) any or all Company Indentures, which cooperation and assistance shall include include, arranging for (Ax) the optional redemption, defeasance or other repurchase by the Parent (on behalf of the Company) or any of Parent’s Subsidiaries of, or a tender offer or exchange offer by Parent (on behalf of the Company) or any of Parent’s Subsidiaries for, some or all of the notes issued and outstanding pursuant to the any Company Indenture (and in connection therewith, obtaining the release of all guarantees and liens with respect thereto), provided that the consummation of any such redemption, defeasance, repurchase, repurchase or tender offer or exchange offer shall be contingent upon the occurrence of the Merger Effective Time unless otherwise agreed by the Company, Company or (By) the repayment or prepayment by Parent or any of Parent’s Subsidiaries of any amounts outstanding under the any Company Credit Agreement (other than the MLP Credit Agreement) on or after the Closing Date (and in connection therewith, obtaining the termination of all commitments under and the release of all guarantees and Liens liens with respect thereto), provided that the consummation of any such repayment or prepayment shall be contingent upon the occurrence of the Merger Effective Time unless otherwise agreed by the Company. (b) The Company shall use its reasonable best efforts to timely make all notices, and timely take all such other actions, required to be made by it pursuant to the each Company Credit Agreement (other than the MLP Credit Agreement) and the Company Indenture in connection with this Agreement and/or any of the Transactions, including to effectuate as of the Effective Time, the payments, releases, terminations and other matters transactions contemplated by Section 6.12(a)hereby. (c) All documentation prepared by the Company, the Company’s Subsidiaries of the Company and/or the Representatives of any of the foregoing in connection with this Section 6.12 6.14 shall be subject to the prior review, comment and approval of Parent. (d) This Section 6.12 6.14 shall be subject to Sections 6.15(a), 6.15(b), 6.15(c), 6.15(d6.17(d) and 6.15(e6.17(e). (e) For purposes of this Agreement:

Appears in 1 contract

Samples: Merger Agreement (Tesoro Corp /New/)

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