Cooperation of the Company. The Company agrees to take all actions reasonably required to permit the Manager to carry out its duties and obligations under this Agreement. The Company further agrees to make available to the Manager all materials reasonably requested by Manager to enable the Manager to satisfy its obligations to deliver financial statements and any other information or reports with respect to the Company.
Cooperation of the Company. The Company (including the Board of Directors) agrees to take all actions reasonably required to permit and enable the Advisor to carry out its duties and obligations under this Agreement, including, without limitation, all steps reasonably necessary to allow the Advisor to file any registration statement on behalf of the Company in a timely manner. The Company further agrees to use commercially reasonable efforts to make available to the Advisor all resources, information and materials reasonably requested by the Advisor to enable the Advisor to satisfy its obligations hereunder, including its obligations to deliver financial statements and any other information or reports with respect to the Company. If the Advisor is not able to provide a service, or in the reasonable judgment of the Advisor it is not prudent to provide a service, without the approval of the Board of Directors or the Unaffiliated Directors, as applicable, then the Advisor shall be excused from providing such service (and shall not be in breach of this Agreement) until the applicable approval has been obtained.
Cooperation of the Company. The Company shall cooperate with all reasonable requests of Buyer and Buyer's counsel in connection with the consummation of the Transactions.
Cooperation of the Company. The Company will cooperate with the Buyer in furnishing information or other assistance reasonably requested in connection with any actions, proceedings, arrangements or disputes involving the Company Intellectual Property and based upon contracts, arrangements, property rights, acts or omissions of the Company which were in effect or carried on prior to the Closing Date.
Cooperation of the Company. The Company shall cooperate with Service Provider in all reasonable respects in the performance of the Services, as applicable.
Cooperation of the Company. The Company agrees to comply with all reasonable requests of Consultant and provide access to all documents reasonably necessary to the performance of Consultant's duties under this agreement.
Cooperation of the Company. The Company shall, and the Company shall cause each of its subsidiaries to, cooperate with Parent and Merger Sub in completing the transactions contemplated hereby, including, as set forth in Section 1.4, with respect to any merger or consolidation of the Company's subsidiaries with Parent's subsidiary which the Parent may request and the taking of actions and giving of notices related thereto and providing such notices as may be required to terminate those contracts identified by Parent prior to the Effective Time, which terminations shall be effective on the Effective Date and conditioned upon the consummation of the Merger. Neither the Company nor any of its subsidiaries shall take, cause to be taken or agree or make any commitment to take any action: (i) that would cause any of the representations or warranties that are set forth in Article III hereof not to be true and correct, or (ii) that is inconsistent with or prohibited by Section 2.1 or Section 2.2. SECTION 2.4. Conduct of Parent's Business Prior to the Effective Time. Except as expressly provided in this Plan, during the period from the date of this Plan to the Effective Time, Parent shall, and shall cause each of its subsidiaries to, (i) conduct its business in the usual, regular and ordinary course of business consistent with past practice, (ii) take no action outside of the ordinary course of business (mergers and acquisitions by Parent shall be deemed to be in the ordinary course of its business) which would adversely affect or delay the ability of the Company, Parent, Merger Sub or any subsidiary thereof to obtain any necessary approvals, consents or waivers of any governmental authority required for the transactions contemplated hereby or to perform its covenants and agreements on a timely basis under this Plan and (iii) take no action that is reasonably likely to have a Material Adverse Effect on Parent. Parent shall not knowingly take any action that would prevent or impede the Merger from qualifying for "pooling of interests" accounting treatment or as a reorganization within the meaning of Section 368 of the Code; provided, however, that nothing contained herein shall limit the ability of Parent to exercise its rights under the Stock Option Agreement.
Cooperation of the Company. The Company shall provide full cooperation to the Initial Purchaser and the Managing Underwriters and any other agents of the Initial Purchaser or the Managing Underwriters, in any offering pursuant to a Resale Registration Statement, including by making available upon reasonable advance notice the officers of the Company from time to time to attend and make presentations and answer questions regarding the business and prospects of the Company at a meeting or meetings of prospective investors provided such availability does not unreasonably interfere with the Company's business.
Cooperation of the Company. On and after the Closing Date, the Company shall, and shall cause its Subsidiaries to, cooperate with the Parents to provide, to the extent permitted by Applicable Laws, such current information regarding the Company Employees and former OC Employees and SG Employees on an ongoing basis as may be reasonably necessary to facilitate determinations of eligibility for, and payments of benefits to, the Company Employees under the Parent Plans.
Cooperation of the Company. The Company agrees to take all actions reasonably required to permit the Manager to carry out its duties and obligations under this Agreement. The Company further agrees to make available to the Manager all materials reasonably requested by the Manager to enable the Manager to satisfy its obligations to the Company. Upon request by the Manager and provided funds have been contributed to the Company pursuant to an NYMT Contribution (as defined in the Limited Liability Company Agreement of the Manager, dated as of the date hereof), the Company shall promptly make sufficient funds available to the Manager to fund any Investment that satisfies the Guidelines.
