Glenayre. Electronics has all necessary corporate power and authority to execute and deliver the License Agreement and the Assignment (the "Glenayre Electronics Agreements") and to perform its obligations thereunder. The execution, delivery and performance of the Glenayre Electronics Agreements by Glenayre Electronics have been duly and validly authorized by all necessary corporate action on the part of Glenayre Electronics. As of the Closing Glenayre Electronics will have executed the Glenayre Electronics Agreements and assuming the due authorization, execution and delivery of the Glenayre Electronics Agreements (as applicable) by Purchaser, each of the Glenayre Electronics Agreements when executed will constitute a legal, valid and binding obligation of Glenayre Electronics enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and other similar Laws affecting creditors' rights generally and by such principles of equity as may affect the availability of equitable remedies.
Glenayre and GTI may retain all Records prepared in connection with the sale of the Purchased Common Shares and the Redeemed Shares, including bids received from other parties and analyses relating to WMC; and
Glenayre and GTI shall keep confidential, and cause their Affiliates and instruct their officers, directors, employees and advisors to keep confidential, all confidential information relating to WMC and the Business, except as required by Law or administrative process and except for information which is available to the public on the Closing Date, or thereafter becomes available to the public other than as a result of a breach of this Section 5.2(e). The covenant set forth in this Section 5.2(e) shall terminate five years after the Closing Date.
Glenayre and GTI shall keep, or cause to be kept, all insurance policies set forth in Schedule 3.17 of the Disclosure Schedules, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date.
Glenayre and GTI shall have the continuing obligation until the Closing promptly to supplement or amend the Disclosure Schedules hereto with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in such Schedules; provided, however, that (i) no supplement or amendment to such Schedules shall have any effect for the purpose of determining the satisfaction of the conditions set forth in Section 6.3; and (ii) if any supplement or amendment to such Schedule shall not constitute a condition which permits Purchaser, in its sole and absolute discretion, to refuse to close the Transactions in accordance with Section 6.3, then such supplement or amendment shall not have any effect for the purpose of determining the indemnification obligations of Glenayre and GTI under Article 7.
Glenayre shall cause WMC to withdraw as a participating "Employer" under (and as defined in) the Glenayre Technologies, Inc. 401(k) Profit Sharing Plan (the "Glenayre 401(k) Plan"), effective as of the Closing Date, and from and after the Closing Date, WMC shall have no right, power, discretion, control or authority over, or any rights or interests in or to, the Glenayre 401(k) Plan or any of its assets, trusts or other funding media. Employees of WMC shall be deemed to have separated from service under the Glenayre 401(k) Plan on the Closing Date and shall be eligible to be paid their vested benefits in accordance with the terms and provisions of the Glenayre 401(k) Plan.
Glenayre may terminate your employment hereunder upon your “Disability;”
Glenayre and Merger Sub hereby jointly and severally represent and warrant to Wireless and the Wireless Shareholders that:
Glenayre. Merger Sub and Wireless shall cooperate and use their respective best efforts to file a Notification and Report Form for Certain Mergers and Acquisitions under the HSR Act with the U.S. Department of Justice and the Federal Trade Commission.
Glenayre the Shareholder Representative and the Escrow Agent shall have entered into the Escrow Agreement.
