Company Support. If there is a final judicial determination before any court of competent jurisdiction that any or all of the Approval Rights are not enforceable or exercisable in any manner by SCG, whether by reason of Maryland statutory or common law or otherwise, the Company agrees to defer any action proposed by the Company which is the subject of any of the Approval Right which was so determined not to be enforceable or exercisable and SCG shall have the right to cause the Company to call a special meeting of shareholders at which meeting SCG may present an alternative slate of trustees for election (which slate may include some of the same nominees as the then current Board). The Company and SCG agree that they will each use their best efforts to prepare and file with the Commission definitive proxy material, to have such material cleared by the Commission and to mail such material to the Company's shareholders, as soon as practicable. The Company shall in any event provide SCG with a list of the shareholders of record for such meeting and a complete list of non- objecting beneficial holders and deposits in securities positions listings as of such date. The Company and SCG shall not, and their respective directors, trustees, officers, employees and agents shall not, take any action that would have the effect of delaying, preventing or impeding the special meeting of shareholders or the mailing of proxy materials in respect of such meeting, including the commencement of any action, suit or proceeding at law or in equity seeking to enjoin, delay or impede the special meeting or the mailing of proxy materials in respect of such meeting. The parties shall each bear their own costs in connection with any special meeting of shareholders pursuant to this Section 5(f); provided, that the Company shall bear all costs typically borne by companies in connection with annual meetings of shareholders.
Company Support. (i) Prior to the Closing Date, the Company will, and will cause its Subsidiaries to, use reasonable best efforts, and will use reasonable best efforts to cause its and their respective Representatives to use reasonable best efforts, in each case, to provide Parent and its Subsidiaries with all cooperation reasonably requested in writing by Parent to assist it in causing the conditions set forth in the Debt Financing Commitment to be satisfied or as is otherwise reasonably requested in writing by Parent in connection with the Debt Financing and/or any permitted replacement, or amended, modified or alternative, financing (including, solely for purposes of this Section 5.17(b), one or more debt or capital markets (including private placement) financings, including any issuance of equity, equity-linked securities or securities that are not equity-linked, to be issued or incurred in addition to or in lieu of the financing contemplated by the Debt Commitment Letter or pursuant to any “market flex” or securities demand provisions of the Fee Letters) (together with the Debt Financing, any such financing, the “Financing”), including:
Company Support. If, during the term of this Agreement, the Company becomes unable to continue to use or practice under any Intellectual Property Rights licensed by BioAmber or any Affiliate thereof to the Company pursuant to the Technology License Agreement in accordance with the terms thereof as a result of (a) the expiration, termination or breach of any BioAmber IP Agreement by the BioAmber Parties or any BioAmber Affiliate or (b) the abandonment, invalidation or failure to enforce such Intellectual Property Rights by BioAmber or the applicable licensor of such Intellectual Property Rights, then BioAmber shall use its best efforts to acquire a license to, or otherwise obtain all necessary rights in and to, such Intellectual Property Rights, or other Intellectual Property Rights as the Shareholders may reasonably agree, to the extent reasonably necessary for the Company to continue to operate the Business, and BioAmber shall promptly license or cause to be licensed to the Company such Intellectual Property Rights upon the terms and conditions of the Technology License Agreement or as the Shareholders may reasonably agree.
Company Support. At all times prior to the Designation Rights Termination Date, the Company shall support the nominations of the persons designated by the Holders pursuant to Section 2(a), and the Company shall use its best efforts to cause the Board (and the Company’s nominating committee, if any) to recommend the inclusion of such persons in the slate of nominees recommended to stockholders for election as directors at each annual meeting of stockholders of the Company.
Company Support. (i) Prior to the Effective Time, the Company will use its reasonable best efforts, and will cause each of the Company Subsidiaries to use its respective reasonable best efforts, to provide Parent with all cooperation reasonably requested by Parent to assist it in causing the conditions in the Debt Commitment Letters to be satisfied or as is otherwise reasonably requested by Parent in connection with the Debt Financing, including:
Company Support. (i) Prior to the Effective Time, the Company will use its reasonable best efforts, and will cause each of its Subsidiaries to use their respective reasonable best efforts, to provide Newco with all cooperation reasonably requested by Newco to assist it in causing the conditions in the Debt Commitment Letter to be satisfied or as is otherwise reasonably requested by Newco in connection with the Debt Financing, including:
Company Support. Throughout the term of this Agreement, the Company agrees to maintain a telephone hot line or other service to provide support for Direct Access Trading Participants and the employees and customers of the Direct Access Trading Participants who are using the Company's DAI in accordance with this Agreement. The Company's support services must be available from sixty (60) minutes prior to the opening time until sixty (60) minutes after the closing time on each day of trading for Exchange Contracts. Intercontinental will provide the Company with reasonable notice of any planned changes to the trading hours.
Company Support. In the case of a Block Trade or a sale by the Investor effected or executed through a broker, placement agent or sales agent (subject to such broker, placement agent or sales agent providing such certifications or representations reasonably requested by the Company’s independent registered public accountants and the Company’s counsel), at its expense the Company shall: (1) request the Company’s independent registered public accountants to provide a “cold comfort” letter, in customary form and covering such matters of the type customarily covered by “cold comfort” letters, and reasonably satisfactory to the Investor and the applicable broker, placement agent or sales agent, if any, and the underwriters, if any; (2) request the Company’s counsel to provide an opinion and negative assurance letter with respect to such offering addressed to the Investor and to the broker, placement agent or sales agent, if any, and the underwriters, if any, covering such legal matters with respect to the offering in respect of which such opinion is being given as the Investor, or such broker, placement agent, sales agent or underwriters, may reasonably request and as are customarily included in such opinions and negative assurance letters; (3) enter into and perform its obligations under an underwriting agreement or distribution agreement, in usual and customary form, with the managing underwriter, broker, placement agent or sales agent of such offering or sale; and (4) otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Investor and the broker, placement agent or sales agent, if any, and underwriters, if any, as applicable, in connection with such offering or sale.
Company Support. Under the terms of this Agreement, the Company will provide to the Recipient any standard documentation required in the conduct of business and ensure that servers are functional and operating correctly. This agreement does not include the training of Recipient employees on how to get and/or use data or promoting product or service of Recipient.
Company Support. On the Execution Date and effective upon the execution of this Agreement, the Company is delivering to the SPAC Support Agreements, each substantially in the form attached hereto as Exhibit K (the “Company Support Agreement”), and each duly executed by directors and executive officers of the Company that collectively hold, as of the Execution Date, forty-four percent (44%) of the Equity Interests of the Company (the “Company Management Team Members”), pursuant to which, among other things, the Company Management Team Members shall agree to vote their respective Equity Interests of the Company in favor of approving this Agreement and the Transactions. As promptly as practicable after the Execution Date (but in any event, within ten (10) Business Days of the Execution Date (the “Company Support Deadline”)), the Company shall deliver to the SPAC an anonymized list of additional holders of Equity Interests of the Company who, together with the Company Management Team Members, hold at least a majority of the Equity Interests of the Company and who have confirmed that they will vote their respective Equity Interests of the Company in favor of approving this Agreement and the Transactions (the “Additional Support List”).
