Obligations of UK Parent and TW UK Upon Purchasers Sample Clauses

Obligations of UK Parent and TW UK Upon Purchasers. Put. Prior to the Purchase Date in connection with a Liquidity Event, UK Parent will, and UK Parent shall cause TW UK to, in good faith seek to obtain any required consent of the holders of the Bank Indebtedness and/or Mezzanine Indebtedness the terms of which prohibit UK Parent from redeeming the Subordinated Notes or PIK Notes, as the case may be, or TW UK from redeeming the Mirror Notes or the Mirror PIK Notes, as the case may be, so as to permit the making of the Offer and the redemption of all Put Securities pursuant to Section 7.1 hereof, including repayment out of the proceeds of such Liquidity Event of all Obligations under such Bank Indebtedness and/or Mezzanine Indebtedness to the extent necessary to permit the making of the Offer and the redemption of Subordinated Notes and PIK Notes pursuant to Section 7.1 hereof.
Sample 1
AutoNDA by SimpleDocs
Obligations of UK Parent and TW UK Upon Purchasers. Put. Prior to the Warrant Purchase Date or the Share Purchase Date, as the case may be, in connection with a Liquidity Event, UK Parent will, and UK Parent shall cause TW UK, in good faith, to seek to obtain any required consent of the holders of the Bank Indebtedness and/or the Mezzanine Indebtedness the terms of which prohibit UK Parent from purchasing the Warrants or the Ordinary Shares, as the case may be, so as to permit the making of the Warrant Put Offer or the Share Put Offer and the purchasing of the Warrants and accompanying redemption of the Subordinated Notes pursuant to Section 8.1 hereof and the Ordinary Shares pursuant to Section 8.3 hereof, respectively, including repayment out of the proceeds of such Liquidity Event of all Obligations under such Bank Indebtedness and/or Mezzanine Indebtedness to the extent necessary to permit the making of the Warrant Put Offer or the Share Put Offer and the purchase of Warrants and accompanying redemption of the Subordinated Notes pursuant to Section 8.1 hereof or the purchase of the Ordinary Shares pursuant to Section 8.3 hereof, respectively.
Sample 1

Related to Obligations of UK Parent and TW UK Upon Purchasers

  • Conditions to the Obligations of Parent and Merger Subsidiary The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions:

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Obligations of Parent Whenever required under this Article 2 to effect the registration of any Registrable Securities, Parent shall, as expeditiously as reasonably possible:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

  • Certain Obligations of Holders of Receipts and the Company SECTION 3.1 Filing Proofs, Certificates and Other Information 7 SECTION 3.2 Payment of Taxes or Other Governmental Charges 7 SECTION 3.3 Warranty as to Stock 8 ARTICLE IV The Deposited Securities; Notices

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Obligations of Company Unconditional Nothing contained in this Article Eight or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Securities the principal of and interest on the Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Securities and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Holder of any Security or the Trustee on their behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article Eight of the holders of the Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Without limiting the generality of the foregoing, nothing contained in this Article Eight shall restrict the right of the Trustee or the Holders of Securities to take any action to declare the Securities to be due and payable prior to their stated maturity pursuant to Section 6.01 or to pursue any rights or remedies hereunder; provided, however, that all Senior Indebtedness then due and payable shall first be paid in full in cash before the Holders of the Securities or the Trustee are entitled to receive any direct or indirect payment from the Company of principal of or interest on the Securities.

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Obligations of Merger Subsidiary Parent shall take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.