Duty to Effect a Sale of the Company Sample Clauses

Duty to Effect a Sale of the Company. The Put Right shall terminate if (i) the Common Appraised Value is not greater than zero, (ii) each of Lumpkin, LLC, Spectrum Equity Investors IV, L.P. and Providence Equity Xxxxxxrs IV, L.P. becomes a Participating Investor, or (iii) following the ICC Approval Date, both Spectrum Equity Investors IV, L.P. and Providence Equity Partners IV, L.P. become a Participating Investor. In any such event, or if there shall have occurred a Put Breach Event, then (without limiting any other remedies available in respect of a Put Breach Event under applicable law), the primary mandate and duty of the Board shall be to effect a Sale of the Company (subject to Lumpkin LLC's rights under Section 9.2) as promptly as is commercially xxxxxxcable; and each of the Investor Members shall vote their Shares and otherwise cooperate and use their respective diligent efforts to so effect such a Sale of the Company (including, without limitation, obtaining all Required Consents with respect thereto). Without limiting the foregoing, in the case of a Sale of the Company following a Put Breach Event under circumstances in which the Put Right has not terminated, the Institutional Investor that exercised the Put Right shall have the right, at its election, to receive in respect of such Sale of the Company either (i) the Put Price or (ii) the amount such Institutional Investor would otherwise receive in respect of such Sale of the Company without giving effect to the Put Price. All Participating Investors with respect to the exercise of the Put Right giving rise to the Put Breach Event shall be treated proportionately on the same basis as such Institutional Investor and shall be bound by the election referred to above.
Sample 1
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Related to Duty to Effect a Sale of the Company

  • Termination of Obligations to Effect Closing; Effects (a) The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:

  • Conditions to Obligation of the Company to Effect the Merger The obligation of the Company to effect the Merger is further subject to the fulfillment of the following conditions:

  • Conditions to Obligations of the Company to Effect the Merger The obligations of the Company to effect the Merger are further subject to satisfaction or waiver at or prior to the Effective Time of the following conditions:

  • Covenants, Representations and Warranties of the Company The Company hereby covenants as follows, and makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Holders, Lazard Frères & Co. LLC and Lazard Capital Markets LLC, and all such covenants, representations and warranties shall survive the Closing.

  • Conditions Precedent to Effectiveness of this Agreement This Agreement shall become effective on and as of the date hereof (the “Effective Date”), provided that the following conditions precedent have been satisfied on such date:

  • Additional Representations and Warranties of the Company (i) The Company shall be deemed to represent to the Purchaser and to any Depositor, as of the date on which information is first provided to the Purchaser or any Depositor under Section 2(c) that, except as disclosed in writing to the Purchaser or such Depositor prior to such date: (i) the Company is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Company; (ii) the Company has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Company as servicer has been disclosed or reported by the Company; (iv) no material changes to the Company’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Company’s financial condition that could have a material adverse effect on the performance by the Company of its servicing obligations under this Agreement or any Reconstitution Agreement; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Company, any Subservicer or any Third-Party Originator; and (vii) there are no affiliations, relationships or transactions relating to the Company, any Subservicer or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of Regulation AB.

  • Conditions to Obligation of Parent to Effect the Merger The obligation of Parent to effect the Merger is further subject to the fulfillment (or the waiver by Parent) at or prior to the Effective Time of the following conditions:

  • Conditions to Obligation of Each Party to Effect the Merger The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Representations and Warranties will be Relied Upon by the Company 8.1 The Subscriber acknowledges that the representations and warranties contained herein are made by it with the intention that such representations and warranties may be relied upon by the Company and its legal counsel in determining the Subscriber's eligibility to purchase the Shares under applicable securities legislation, or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Shares under applicable securities legislation. The Subscriber further agrees that by accepting delivery of the certificates representing the Shares on the Closing Date, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Shares.

  • CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT Section 3.1. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:

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