EFFORTS TO EFFECT SALE Sample Clauses

EFFORTS TO EFFECT SALE i. After the engagement of the Placement Agent, IWCH will use reasonable efforts to cause the Placement Agent to arrange for the Post-Exchange Sale. IWCH will use reasonable efforts to cooperate with and assist the Placement Agent in arranging for the Post-Exchange Sale, and otherwise to cause the Post-Exchange Sale to occur. Subject to clause (iii) below, IWCH will have the right on behalf of the PWH Noteholders to accept offers to purchase the Series H Stock which are made by prospective Series H Purchasers and which are approved by Majority PWH Noteholders (which approval no PWH Noteholder will unreasonably withhold). ii. IWCH will, and will use reasonable efforts to cause the Placement Agent to, (A) give the PWH Noteholders notice of any offer or indication of interest from any prospective Series H Purchaser and of the acceptance of any such offer, and (B) from time to time as any 20% Holder (as that term is defined in the PWH Loan Agreement) may reasonably request, answer inquiries from such 20% Holder as to the actions which have been taken to arrange for the Post-Exchange Sale, the progress and status of negotiations toward that end and other matters relating to the Post-Exchange Sale. iii. If during the 120 days after the Placement Agent is engaged an offer which is approved by Majority PWH Noteholders (which approval no PWH Noteholder will unreasonably withhold) is received from one or more prospective Series H Purchasers to purchase the Series H Stock to be issued upon the exchange of the PWH Notes for an aggregate net cash purchase price which will be not less than the Required Net Sale Price, then IWCH will cause, and will instruct the Placement Agent to cause, the exchange of the PWH Notes and the sale of the Series H Stock to be issued upon such exchange to be consummated in accordance with the terms of such offer (or another offer having terms and conditions more favorable to IWCH and approved by Majority PWH Noteholders, which approval no PWH Noteholder will unreasonably withhold) and this Section 6, if more than one such offer is received; PROVIDED that (i) IWCH's obligations pursuant to this Section 6 will continue until a Post-Exchange Sale is effected, whether or not pursuant to an offer received during such 120-day period and whether or not any such offer is received during such 120-day period, and (ii) after such 120-day period, Majority PWH Noteholders will also have the right to accept in good faith on behalf of the PWH Noteholders ...
Sample 1
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Related to EFFORTS TO EFFECT SALE

  • Agreement as to Efforts to Consummate Subject to the terms and conditions of this Agreement, each Party agrees to use, and to cause its Subsidiaries to use, its reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable under applicable Laws to consummate and make effective, as soon as reasonably practicable after the date of this Agreement, the transactions contemplated by this Agreement, including using its reasonable efforts to lift or rescind any Order adversely affecting its ability to consummate the transactions contemplated herein and to cause to be satisfied the conditions referred to in Article 9; provided, that nothing herein shall preclude either Party from exercising its rights under this Agreement. Each Party shall use, and shall cause each of its Subsidiaries to use, its reasonable efforts to obtain all Consents necessary or desirable for the consummation of the transactions contemplated by this Agreement.

  • 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: (i) Upon the mutual written consent of the Company and the Investors; (ii) By the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been waived by the Company; (iii) By an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment, and shall not have been waived by the Investor; or (iv) By either the Company or any Investor (with respect to itself only) if the Closing has not occurred on or prior to the earliest to occur of (i) the effective date of the Merger, (ii) the termination of the Merger Agreement or (iii) December 31, 2004; provided, however, that, except in the case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing. (b) In the event of termination by the Company or any Investor of its obligations to effect the Closing pursuant to this Section 6.3, written notice thereof shall forthwith be given to the other Investors and the other Investors shall have the right to terminate their obligations to effect the Closing upon written notice to the Company and the other Investors. Nothing in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

  • Conditions to Each Party’s Obligation to Effect the Closing The respective obligation of each party to effect the Closing shall be subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:

  • Authorization to Effect Subordination Each Holder of Notes, by the Holder's acceptance thereof, authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 6.09 hereof at least 30 days before the expiration of the time to file such claim, the Representatives are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Notes.

  • Conditions to Each Party’s Obligation to Effect the Mergers The respective obligation of each party to effect the Mergers is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Exchange The obligation of each party to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Merger The respective obligations of each party hereto to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

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

  • Conditions to Obligations of Each Party to Effect the Merger The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Condition to Effectiveness As a condition to the effectiveness of this Amendment, an Opinion of Counsel satisfying the requirements of Section 12.01 of the Agreement has been received by the Parties hereto.

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