Common use of Cooperation With Sale Process Clause in Contracts

Cooperation With Sale Process. Without limiting the generality of the provisions of Section 4.1, at the request of the Investor Representative, the Company shall use commercially reasonable efforts to, and shall use commercially reasonable efforts to seek to cause its employees, officers, consultants, counsel and advisors to: (i) assist the Financial Advisor in creating a list of potential acquirers; (ii) set up and maintain a virtual or actual data room (as elected by the Investor Representative) containing due diligence materials customarily provided in connection with transactions of the nature of a Sale of the Company, along with any other due diligence materials requested by the Investor Representative or reasonably requested by any potential acquirer; (iii) execute customary non-disclosure agreements with potential acquirers; (iv) provide incentive compensation to members of the Company’s management (only upon Board approval), and in an amount and form, all as determined by the Investor Representative to be necessary or helpful to the successful consummation of the Sale of the Company; (v) or assist the Financial Advisor with any reasonable request regarding the preparation of, any marketing, financial or other materials deemed by the Investor Representative or the Financial Advisor to be necessary or helpful in connection with a Sale of the Company; (vi) attend and participate in any meetings, conference calls, or presentations regarding the Company and its business with potential acquirers; (vii) execute a letter of intent or term sheet on terms reasonably acceptable to the Investor Representative with one (1) or more potential acquirers; (viii) subject to Section 4.3, execute and perform the Company’s obligations contained in such definitive agreements relating to a Sale of the Company as are negotiated by the Investor Representative and the potential acquirer; and (ix) communicate regularly and promptly with each of the Financial Advisor and Deal Counsel regarding the Sale Process.

Cooperation With Sale Process. Without limiting the generality of the provisions of Section 4.1__.1, at the request of the Investor Holder Representative, the Company shall use commercially reasonable efforts toshall, and shall use commercially reasonable efforts to seek to cause its employees, officers, consultants, counsel and advisors to: (i) assist the Financial Advisor in creating a list of potential acquirers; (ii) set up and maintain a virtual or actual data room (as elected by the Investor Holder Representative) containing due diligence materials customarily provided in connection with transactions of the nature of a Sale of the Company, along with any other due diligence materials requested by the Investor Holder Representative or reasonably requested by any potential acquirer; (iii) execute customary non-disclosure agreements with potential acquirers; (iv) provide incentive compensation to members of the Company’s management (only upon Board approval)management, and in an amount and form, all as determined by the Investor Holder Representative to be necessary or helpful to the successful consummation of the Sale of the Company; (v) prepare, or assist the Financial Advisor with any reasonable request regarding the preparation of, any marketing, financial or other materials deemed by the Investor Holder Representative or the Financial Advisor to be necessary or helpful in connection with a Sale of the Company; (vi) attend and participate in any meetings, conference calls, or presentations regarding the Company and its business with potential acquirers; (vii) execute a letter of intent or term sheet on terms reasonably acceptable to the Investor Holder Representative with one (1) or more potential acquirers; (viii) subject to Section 4.3_.3, execute and perform the Company’s obligations contained in such definitive agreements relating to a Sale of the Company as are negotiated by the Investor Holder Representative and the potential acquirer; and (ix) communicate regularly and promptly with each of the Financial Advisor and Deal Counsel regarding the Sale Process.

Cooperation With Sale Process. Without limiting the generality of the provisions of Section 4.16.5(a), at the request of the Investor Holder Representative, the Company shall use commercially reasonable efforts toshall, and shall use commercially reasonable efforts to seek to cause its employees, officers, consultants, counsel and advisors to: (iA) assist Assist the Financial Advisor in creating a list of potential acquirers; (iiB) set Set up and maintain a virtual or actual data room (as elected by the Investor Holder Representative) containing due diligence materials customarily provided in connection with transactions of the nature of a Sale of the Company, along with any other due diligence materials requested by the Investor Holder Representative or reasonably requested by any potential acquirer; (iiiC) execute Execute customary non-disclosure agreements with potential acquirers; (ivD) provide Provide incentive compensation to members of the Company’s management (only upon Board approval)management, and in an amount and form, all as determined by the Investor Holder Representative and the Board to be necessary or helpful to the successful consummation of the Sale of the Company, provided that approval of the Board of such compensation shall not be unreasonably withheld, conditioned or delayed; (vE) Prepare, or assist the Financial Advisor with any reasonable request regarding the preparation of, any marketing, financial or other materials deemed by the Investor Holder Representative or the Financial Advisor to be necessary or helpful in connection with a Sale of the Company; (viF) attend Attend and participate in any meetings, conference calls, or presentations regarding the Company and its business with potential acquirers; (viiG) execute Execute a letter of intent or term sheet on terms reasonably acceptable to the Investor Board and Holder Representative with one (1) or more potential acquirers; (viiiH) subject Subject to Section 4.36.5(c), execute and perform the Company’s obligations contained in such definitive agreements relating to a Sale of the Company as are negotiated by the Investor Holder Representative and the potential acquirer; and (ixI) communicate Communicate regularly and promptly with each of the Financial Advisor and Deal Counsel regarding the Sale Process.

Cooperation With Sale Process. Without limiting the generality of the provisions of Section 4.1__.1, at the request of the Investor Holder Representative, the Company shall use commercially reasonable efforts toshall, and shall use commercially reasonable efforts to seek to cause its employees, officers, consultants, counsel and advisors to: (i) : assist the Financial Advisor in creating a list of potential acquirers; (ii) ; set up and maintain a virtual or actual data room (as elected by the Investor Holder Representative) containing due diligence materials customarily provided in connection with transactions of the nature of a Sale of the Company, along with any other due diligence materials requested by the Investor Holder Representative or reasonably requested by any potential acquirer; (iii) ; execute customary non-disclosure agreements with potential acquirers; (iv) ; provide incentive compensation to members of the Company’s management (only upon Board approval)management, and in an amount and form, all as determined by the Investor Holder Representative to be necessary or helpful to the successful consummation of the Sale of the Company; (v) ; prepare, or assist the Financial Advisor with any reasonable request regarding the preparation of, any marketing, financial or other materials deemed by the Investor Holder Representative or the Financial Advisor to be necessary or helpful in connection with a Sale of the Company; (vi) ; attend and participate in any meetings, conference calls, or presentations regarding the Company and its business with potential acquirers; (vii) ; execute a letter of intent or term sheet on terms reasonably acceptable to the Investor Holder Representative with one (1) or more potential acquirers; (viii) ; subject to Section 4.3_.3, execute and perform the Company’s obligations contained in such definitive agreements relating to a Sale of the Company as are negotiated by the Investor Holder Representative and the potential acquirer; and (ix) and communicate regularly and promptly with each of the Financial Advisor and Deal Counsel regarding the Sale Process.

Cooperation With Sale Process. Without limiting the generality of the provisions of Section 4.1, at the request of the Investor Representative9.9(c)(i), the Company shall use commercially reasonable efforts toshall, and shall use commercially reasonable efforts to seek to cause its employees, officers, consultants, counsel counsel, advisors and advisors Affiliates to: (iA) assist Assist the Financial Advisor in creating a list of potential acquirers; (iiB) set Set up and maintain a virtual or actual data room (as elected by the Investor Holder Representative) containing due diligence materials customarily provided in connection with transactions of the nature of a Sale of the Company, along with any other due diligence materials requested by the Investor Holder Representative or reasonably requested by any potential acquirer; (iiiC) execute Execute customary non-disclosure agreements with potential acquirers; (ivD) provide Provide incentive compensation to members of the Company’s management (only upon Board approval)management, and in an amount and form, all as determined by the Investor Holder Representative to be necessary or helpful to the successful consummation of the Sale of the Company; (vE) Prepare, or assist the Financial Advisor with any reasonable request regarding the preparation of, any marketing, financial or other materials deemed by the Investor Holder Representative or the Financial Advisor to be necessary or helpful in connection with a Sale of the Company; (viF) attend Attend and participate in any meetings, conference calls, or presentations regarding the Company and its business with potential acquirers; (viiG) execute Execute a letter of intent or term sheet on terms reasonably acceptable to the Investor Holder Representative with one (1) or more potential acquirers; (viiiH) subject to Section 4.3, execute Execute and perform the Company’s obligations contained in such definitive agreements relating to a Sale of the Company as are negotiated by the Investor Holder Representative and the potential acquirer; and; (ixI) communicate Communicate regularly and promptly with each of the Financial Advisor and Deal Counsel regarding the Sale Process; (J) Not to take any action that might reasonably be expected to impede any Sale of the Company; (K) Operate the Business only in the ordinary course of business consistent with past practice, and maintain all then-existing business relationships in good standing; and (L) Take any other actions that are reasonably necessary or related to a sale process (including in the judgment of the Holder Representative, the Financial Advisor or Deal Counsel) in order to facilitate a Sale of the Company.