Non-Interference; Further Assurances. Shareholder agrees that prior to the termination of this Agreement, Shareholder shall not take any action that would make any representation or warranty of Shareholder contained herein untrue or incorrect or have the effect of preventing, impeding, interfering with or adversely affecting the performance by Shareholder of its obligations under this Agreement. Shareholder agrees, without further consideration, to execute and deliver such additional documents and to take such further actions as necessary or reasonably requested by Parent to confirm and assure the rights and obligations set forth in this Agreement or to consummate the transactions contemplated by this Agreement.
Non-Interference; Further Assurances. Each Stockholder agrees that, prior to the termination of this Agreement, such Stockholder shall not take any action that would make any representation or warranty of such Stockholder contained herein materially untrue or incorrect or have the effect of preventing, impeding, interfering with or adversely affecting the performance by such Stockholder of its obligations under this Agreement. Each Stockholder agrees, without further consideration, to execute and deliver such additional documents and to take such further actions as necessary or reasonably requested by the Purchaser Parties to confirm and assure the rights and obligations set forth in this Agreement or to consummate the actions contemplated by this Agreement.
Non-Interference; Further Assurances. Subject to Section 2.5, the Shareholder shall not make any statements, publicly or privately, involving one or more third parties, that are intended to be materially adverse to the Merger Agreement and the transactions contemplated by the Merger Agreement (including the Merger) or intended to cause such third parties to vote, or knowingly encourage other Persons (including but not limited to Shareholder’s “portfolio companies”) to vote, in any manner inconsistent with the Shareholder’s obligations under Section 2.1; provided, however, that this Section 4.3 shall in no event require the Shareholder to make any public or private statements to third parties regarding the Merger Agreement and the transactions contemplated by the Merger Agreement. The Shareholder agrees to execute and deliver such additional documents and to take such further actions as necessary or reasonably requested by Parent or Merger Sub to comply with the rights and obligations set forth in this Agreement.
Non-Interference; Further Assurances. Each Shareholder agrees that, except as otherwise expressly permitted hereunder, such Shareholder shall not take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing, impeding, interfering with or adversely affecting the performance by such Shareholder of its obligations under this Agreement in any material respect. Each Shareholder agrees to execute and deliver such additional documents and to take such further actions as necessary or reasonably requested by Acquirer to confirm and assure the rights and obligations set forth in this Agreement or to consummate the transactions contemplated by this Agreement. If requested by Acquirer prior to the consummation of the transactions contemplated by the Acquisition Agreement, each Shareholder agrees to execute a letter to Acquirer representing that such Shareholder has complied with such Shareholder’s obligations hereunder as of the date of such letter.
Non-Interference; Further Assurances. The Holdings Parties agree that, prior to the termination of this Agreement, no Holdings Party shall take any action that would make any representation or warranty of such Holdings Party contained herein untrue or incorrect or have the effect of preventing, impeding, interfering with or adversely affecting the performance by such Holdings Party of its obligations under this Agreement; provided, however, that this restriction shall not in any way restrict or limit the Holdings Parties’ right to terminate the HPGP Merger Agreement in accordance with its terms or obligate the Holdings Parties to waive any conditions set forth in the HPGP Merger Agreement. The Holdings Parties agree, without further consideration, to execute and deliver such additional documents and to take such further actions as are necessary or reasonably requested by the Parent Parties or the Xxxxxx Parties to confirm and assure the rights and obligations set forth in this Agreement or to consummate the transactions contemplated by this Agreement.
Non-Interference; Further Assurances. The Stockholder agrees that prior to the termination of this Agreement, it shall not take any action that would make any representation or warranty of it contained herein untrue or incorrect or have the effect of preventing, impeding, interfering with or adversely affecting the performance by the Stockholder of its obligations under this Agreement.
Non-Interference; Further Assurances. Each CMI Stockholder agrees that, prior to the Expiration Time, such CMI Stockholder shall not take any action that would make any representation or warranty of such CMI Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing, impeding, interfering with or adversely affecting the performance by such CMI Stockholder of its obligations under this Agreement. Each CMI Stockholder agrees, without further consideration, until the Expiration Time to execute and deliver such additional documents and to take such further actions as necessary or reasonably requested by CMI to confirm and assure the rights and obligations set forth in this Agreement or to consummate the transactions contemplated by this Agreement; provided, however, that nothing herein shall require any CMI Stockholders to convert any Shares held by it or to agree to any modification to the Certificate of Incorporation of CMI (other than the Charter Amendment as set forth herein) or any agreement to which CMI Stockholder is a party.
Non-Interference; Further Assurances. Lightyear agrees that prior to the Termination Date, Lightyear shall not take any action that would make any representation or warranty of Lightyear contained herein untrue or incorrect or have the effect of preventing, impeding, interfering with or adversely affecting the performance by Lightyear of its obligations under this Agreement. Lightyear agrees to execute and deliver such additional documents and to take such further actions as necessary or reasonably requested by Captiva to confirm and assure the rights and obligations set forth in this Agreement or to consummate the transactions contemplated by this Agreement.
Non-Interference; Further Assurances. Subject to Section 2.4 hereof, the Shareholder agrees that the Shareholder shall not take any action that would have the effect of preventing or prohibiting the performance by the Shareholder of its obligations under this Agreement. The Shareholder agrees to execute and deliver such additional documents and to take such further actions if and to the extent necessary and reasonably requested by WAL to confirm and assure the rights and obligations set forth in this Agreement or to consummate the transactions contemplated by this Agreement.
Non-Interference; Further Assurances. Each of the Xxxx Parties agrees that, prior to the termination of this Agreement, such Xxxx Party shall not take any action that would make any representation or warranty of such Xxxx Party contained herein untrue or incorrect or have the effect of preventing, impeding, interfering with or adversely affecting the performance by such Xxxx Party of its obligations under this Agreement; provided, however, that this restriction shall not in any way restrict or limit the Parent Parties’ right to terminate the Merger Agreement in accordance with its terms or obligate the Parent Parties to waive any conditions set forth in the Merger Agreement. Each of the Xxxx Parties agrees, without further consideration, to execute and deliver such additional documents and to take such further actions as are necessary or reasonably requested by the Holdings Parties to confirm and assure the rights and obligations set forth in this Agreement or to consummate the transactions contemplated by this Agreement.
