Joint Covenants. Buyer and Seller hereby covenant and agree that between the date hereof and Closing:
Joint Covenants. Buyer and Seller hereby covenant and agree as follows:
Joint Covenants. Buyers and Seller each covenant and agree that between the date hereof and the Closing Date, they shall act in accordance with the following:
Joint Covenants. HSR Act; Other Filings 81 Section 8.2. Preparation of Proxy Statement / Registration Statement; Shareholders’ Meeting and Approvals 84 Section 8.3. Company Stockholders’ Written Consent 87 Section 8.4. Support of Transaction 87 Section 8.5. PIPE Investment 88 Section 8.6. Transfer Taxes 88 Section 8.7. Section 16 Matters 88 Section 8.8. Cooperation; Consultation 88 Section 8.9. Exclusivity 89 ARTICLE IX
Joint Covenants. 8.01 Support of Transaction. Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to material Contracts with the Company or its Subsidiaries, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the Company or its Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or its Subsidiaries is a party or otherwise in connection with the consummation of the Transactions.
Joint Covenants. Buyer and Seller covenant and agree that, pending the Closing and except as otherwise agreed to in writing, they shall act in accordance with the following:
Joint Covenants. Section 9.01
Joint Covenants. Buyer and Seller covenant and agree that they shall act in accordance with the following:
Joint Covenants. Buyer and the Company covenant and agree that they will act in accordance with the following:
Joint Covenants. Section 9.1. Regulatory Approvals; Other Filings 86 Section 9.2. Preparation of Proxy Statement/Proxy/Registration Statement; Acquiror Shareholders’ Meeting and Approvals; Company Shareholders’ Meeting and Approvals 87 Section 9.3. Support of Transaction 91 Section 9.4. Tax Matters 91 Section 9.5. Cooperation; Consultation 91 Section 9.6. Indemnification and Insurance 92 Section 9.7. Permitted Equity Financing 93
