Obligations of Purchaser. The obligations of the Purchaser under this Receivables Purchase Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.
Obligations of Purchaser. Parent shall take all action necessary to cause Purchaser and the Surviving Corporation to perform their respective obligations under this Agreement and to consummate the transactions contemplated by this Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth in this Agreement.
Obligations of Purchaser. Parent will take all action necessary to cause the Purchaser to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Obligations of Purchaser. Parent shall cause Purchaser to perform its obligations under this Agreement and to consummate the Offer, the Merger and the other transactions contemplated hereby on the terms and conditions set forth in this Agreement. Parent hereby guarantees the payment by Purchaser of any amounts payable by Purchaser pursuant to the Offer and the Merger or otherwise pursuant to this Agreement.
Obligations of Purchaser. Prior to the Termination Date, or the earlier termination of this Agreement, the Purchaser shall not, directly or indirectly, negotiate or deal with any party other than PlantX relating to an Alternative Transaction involving the Purchaser or the acquisition by the Purchaser of all or any part of the outstanding shares or assets or property of any other person, or solicit enquiries or provide information with respect to same, provided that nothing herein shall prevent the board of directors of the Purchaser from responding to an unsolicited offer in accordance with their fiduciary duties as directors.
Obligations of Purchaser. At Closing Purchaser shall (1) deliver to the Closing Agent for disbursement the Purchase Price by wire transfer; (2) execute and deliver to the title insurance company issuing the Title Commitment ("Title Company") one (1) original counterpart of the closing statement setting forth the approved disbursements and expenses of the transaction ("Closing Statement") consistent with this Agreement in the form required by the Title Company; (3) deliver such documentation, as may be reasonably required by the Title Company, evidencing the status and capacity of Purchaser, (4) execute and/or provide such other reasonable documents as may be required to be executed and/or provided to complete the Closing, and (5) deliver written notice to the Escrow Holder instructing the Escrow Holder to deliver the Xxxxxxx Money to the Closing Agent for disbursement in accordance with the Closing Statement.
Obligations of Purchaser. Purchaser shall:
(a) not sell any Registrable Securities under the Registration Statement until the Company has electronically filed the related Prospectus as then amended or supplemented and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective.
(b) upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3.1(c)(ii), 3.1(c)(iii), 3.1(c)(iv), 3.1(c)(v) or 3.1(c)(vi), Purchaser will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until Purchaser’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Section 3.1(j), or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.
(c) promptly after request by the Company, furnish to the Company information regarding Purchaser and the distribution of the Registrable Securities as is required by law to be disclosed in the Registration Statement, Prospectus, or any amendment or supplement thereto, and the Company may exclude from such registration the Registrable Securities if Purchaser unreasonably fails to furnish such information within a reasonable time after receiving such request. If the Registration Statement refers to Purchaser by name or otherwise as the holder of any securities of the Company, then Purchaser may require (if such reference to Purchaser by name or otherwise is not required by the Securities Act or any similar federal statute then in force) the deletion of the reference to Purchaser in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.
Obligations of Purchaser. It shall be a condition precedent to the obligation of the Company to register any Shares pursuant to this Section 5 that the Purchaser shall furnish to the Company such information regarding the Shares held and the intended method of disposition thereof and other information concerning the Purchaser as the Company shall reasonably request and as shall be required in connection with the registration statement to be filed by the Company. If after a registration statement becomes effective the Company advises the Purchaser that the Company considers it appropriate to amend or supplement the applicable registration statement, the Purchaser shall suspend further sales of the Shares until the Company advises the Purchaser that such registration statement has been amended or supplemented.
Obligations of Purchaser. In connection with the consummation of a repurchase of the Assigned Interests pursuant to the Change of Control Payment or the Put Option, Purchaser agrees that it will (i) promptly but no later than three (3) Business Days execute and deliver to the Company such UCC termination statements and other documents as may be necessary to release Purchaser’s Lien on the Assigned Interests Collateral and otherwise give effect to such repurchase and (ii) take such other actions or provide such other assistance as may be necessary to give effect to such repurchase.
Obligations of Purchaser. Prior to the Termination Date, or the earlier termination of this Agreement, the Purchaser shall not, directly or indirectly, negotiate or deal with any party other than Midori relating to an Alternative Transaction involving the Purchaser, or solicit enquiries or provide information with respect to same. Nothing contained in this Agreement will prohibit, prevent or restrict the Purchaser from furnishing or providing information in respect of or otherwise responding to or engaging in discussions or negotiations in respect of, an unsolicited Alternative Transaction not resulting from a breach of this Section 9.02, or the directors of the Purchaser, in the fulfilment of their fiduciary duties, from supporting or facilitating any such unsolicited Alternative Transaction, or the Purchaser from completing any such Alternative Transaction, or entering into a definitive and binding agreement to effect such an Alternative Transaction, if directors of the Purchaser determine in good faith, after consultation, to the extent considered appropriate by the directors, with its financial and legal advisors, that such unsolicited Alternative Transaction constitutes, or could reasonably be expected to lead to or result in, a transaction that would, if consummated in accordance with its terms, be more favourable to the Purchaser than the Transaction provided, however, that prior to taking such action, the directors of the Purchaser shall have concluded, after considering applicable laws, and receiving advice of outside counsel, that such action would be a proper exercise of its fiduciary duties, or is otherwise required, under applicable laws, that it is appropriate that the directors take such action in order to properly discharge their fiduciary duties or that such action is otherwise required under applicable laws. In the event the Purchaser receives any form of offer or inquiry, the Purchaser shall forthwith (in any event within one business day following receipt) notify Midori of such offer or inquiry and provide Mxxxxx with such details as it may request.
