Further Covenants and Assurances. During the term of this Agreement, each Securityholder hereby, to the extent permitted by Laws, waives and agrees not to exercise any dissenters’ or appraisal rights, or other similar rights, with respect to any Subject Securities which may arise in connection with the Transactions.
Further Covenants and Assurances. (a) Until the Closing, the Holder shall not, and the Holder shall not permit any of its Affiliates or Representatives to, directly or indirectly (i) solicit, initiate, entertain or agree to any proposals or offers from any Person relating to a third-party acquisition or (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise cooperate with, facilitate or encourage any effort or attempt by any Person to do or seek, a third-party acquisition. The Holder will, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as Sellers may reasonably request for the purpose of effectively carrying out the provisions of this Agreement and the transactions contemplated hereby.
(b) If, prior to the Closing, the Holder (in such capacity) receives an inquiry, proposal or offer relating to a third-party acquisition from any Person, the Holder will, subject to any confidentiality obligations to which the Holder is subject, (i) promptly notify Sellers of the same and the details thereof (including the identity of the Person making same), (ii) provide to Sellers a copy of any written inquiry, proposal or offer and all correspondence related thereto, and (iii) keep Sellers informed of the status thereof. The Holder will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted prior to the date hereof with respect to any third-party acquisition.
(c) The Holder shall not take any action that would make any representation or warranty of the Holder contained herein untrue or incorrect or would reasonably be likely to adversely affect, prevent or delay (i) the Holder from performing any of the Holder’s obligations under this Agreement (it being understood that nothing contained in this Agreement shall be deemed to restrict the ability of the Holder to exercise any voting rights with respect to the Existing Stock consistent with this Agreement (but not Transfer) held by the Holder as of the date hereof) or (ii) the Requisite Buyer Stockholder Approval from being obtained.
(d) The Holder agrees that it will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in Law or in equity, in any court or before any Governmental Authority, which (i) challenges the validity of or seeks ...
Further Covenants and Assurances. During the term of this Agreement, Cerecor hereby, to the extent permitted by Laws, waives and agrees not to exercise any dissenters’ or appraisal rights, or other similar rights, with respect to any Subject Securities which may arise in connection with the transactions contemplated by the Merger Agreement.
Further Covenants and Assurances. During the term of this Agreement, each Holder hereby, to the extent permitted by Laws, waives and agrees not to exercise any dissenters’ or appraisal rights, or other similar rights, with respect to any Subject Securities which may arise in connection with the transactions contemplated by the Merger Agreement, nor to bring any claim or join any lawsuit against Aevi, Cerecor or their respective affiliates with respect to the Merger Agreement or the transactions contemplated thereby. During the term of this Agreement, each Holder shall deliver a written certificate to Aevi and Cerecor if he, she, or it acquires any Acquired Securities, which certificate will (i) state the number of Acquired Securities so acquired, and (ii) certify that the terms of this Agreement apply in all respects to the Acquired Securities.
Further Covenants and Assurances. Each Member further agrees that, at any time or from time to time after the effectuation of this Contribution Agreement, they will, upon the request of Holdings, do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged or delivered, all such further reasonable acts, assignments, transfers, powers of attorney or assurances as may be required in order to further transfer, assign, grant, assure and confirm to Holdings, of any of the Contributed Interests or to vest in Holdings good and marketable title to the Contributed Interests.
Further Covenants and Assurances. Noteholder shall execute and deliver such further assignments, releases or other instruments as Buyer reasonably requests to effectuate the transfer and assignment of the Assigned Claims to Buyer, including, if Noteholder files any proofs of claim with respect to the Assigned Claims prior to the date hereof, an assignment of all proofs of claim filed by Noteholder in the Bankruptcy Case with respect to the Assigned Claims. In the event of a breach of any of Noteholder's representations or warranties contained under Section 2 (a) above and such breach has a material adverse effect on Noteholder's ability to consummate the transactions contemplated by this Agreement or on the Assigned Claims, Buyer shall have the right to rescind the assignment herein and assign the Assigned Claims back to the Noteholder in exchange for a full refund of the Purchase Price. Noteholder will immediately deliver such payment by wire transfer of federal funds to the Buyer or as the Buyer may direct.
Further Covenants and Assurances. At any time and from time to time after the Closing, each of the parties hereto will use its commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. At any time and from time to time after the Closing, the Seller shall execute and deliver or use commercially reasonable efforts to cause to be executed and delivered all such further assignments, documents and instruments of conveyance, as may be required in order to vest in the Buyer title and possession of the Purchased Assets and all ownership interests therein. The parties shall reasonably cooperate in the preparation and filing of Form 8594 with the Internal Revenue Service promptly after the Closing.
Further Covenants and Assurances. (a) Each of PCR, Global and PCRSC, as applicable, further agrees that (i) with respect to the contracts listed in Part I of Schedule F, it will obtain the consents prior to the effective date of the Offering and (ii) with respect to the contracts listed in Part II of Schedule F, or any other Contract or contract rights pertaining to the Business which is not assigned to PSIS for any reason, if one or more of any such Contract or contract rights are unable to be assigned or transferred to PSIS, it will take all actions necessary or desirable to ensure that the economic benefits of each of the Contracts and contract rights will be realized by PSIS. Nothing herein shall be construed to limit in any way the right of PCR, Global or PCRSC to exhaust any and all remedies any of them have or may have to enforce their respective rights against any third party under or relating to the contracts listed in Part II of Schedule F.
(b) Each of PCR, Global and PCRSC, as applicable, further agrees that, at any time or from time to time after the effectuation of this Contribution Agreement, it will, upon the request of PSIS, and at the contributing party's expense, do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged or delivered, all such further reasonable acts, assignments, transfers, powers of attorney or assurances as may be required in order to further transfer, assign, grant, assure and confirm to PSIS, or to aid and assist in the collection or granting of possession by PSIS of any of the Contributed Assets or to vest in PSIS good and marketable title to the Contributed Assets.
Further Covenants and Assurances. (a) Lehman shall execute and delixxx xuch further assignments, releases or other instruments as Buyer reasonably requests to effectuate the transfer and assignment of the Lehman Senior Claims to Xxxer, including, if Lehman files any proofs of claxx xxxh respect to the Assigned Claims prior to the Closing Date, an assignment of all proofs of claim filed by Lehman in the Chapter 11 proceedings with respect to the Assigned Claims. In the event that, as a result of Lehman's breach of any represxxxxxxxx or warranty under Section 3 (a) above Buyer is not permitted to use the Assigned Claims as an offset to the purchase price on a dollar-for-dollar basis in Buyer's purchase of the Purchased Assets up to the Closing Value or to pay to itself, or retain as a credit against, the purchase price of the Purchased Assets in satisfaction of an equivalent amount of the Assigned Claims, Buyer's exclusive remedy shall be to, at its option, either (i) reduce the Purchase Price and decrease the Second Installment Amount payable to Lehman by the requisite amouxx xx the purchase price of the Purchased Assets that Buyer must fund otherwise than by such offset (and, if such reduction is insufficient to meet such deficit in full, require that Lehman pay to Buyer the balanxx necessary to fund such deficit, with Interest), or (ii) cancel this Agreement in its entirety and thereupon this Agreement will be deemed void ab initio and Lehman shall refund all amxxxxx paid to it hereunder, with Interest. In the event that the preceding sentence does not apply and pursuant to an order of the Bankruptcy Court, Buyer is not permitted to use the Assigned Claims as an offset to the purchase price on a dollar-for-dollar basis in Buyer's purchase of the Purchased Assets up to the Closing Value or to pay to itself, or retain as a credit against, the purchase price of the Purchased Assets in satisfaction of an equivalent amount of the Assigned Claims, Buyer's exclusive remedy shall be to cancel this Agreement in its entirety and thereupon this Agreement will be deemed void ab initio and Lehman shall refund axx xxxunts paid to it hereunder, with Interest. In the event a partial or full refund of amounts paid by Buyer to Lehman hereunder is xxxxxxed by virtue of the preceding sentence, Lehman will immediately xxxiver such payment by wire transfer of federal funds to Buyer or as Buyer may direct. The parties agree that Buyer shall not be entitled to a refund or payment hereunder unless it must pay cas...
Further Covenants and Assurances
