Obligations under Arrangement Agreement Sample Clauses

Obligations under Arrangement Agreement. HudBay hereby covenants and irrevocably agrees in favour of the Shareholder that HudBay will not amend or waive any provision under the Arrangement Agreement to decrease the consideration per Share received by the Shareholder under the Arrangement, without the prior written consent of the Shareholder; provided that, for greater certainty, HudBay may, without such consent, amend the terms of the Arrangement to increase the consideration (or the value of the consideration) under the Arrangement.
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Obligations under Arrangement Agreement. IAMGOLD hereby covenants and irrevocably agrees in favour of the Shareholder that it will comply with its obligations set forth in the Arrangement Agreement.
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Obligations under Arrangement Agreement. Randgold hereby covenants and irrevocably agrees in favour of the Shareholder that Xxxxxxxx will not materially amend or waive any provision under the Arrangement Agreement to decrease the consideration per Share received by the Shareholder under the Arrangement, without the prior written consent of the Shareholder; provided that, for greater certainty, Randgold may, without such consent, amend the terms of the Arrangement to increase the consideration (or the value of the consideration) under the Arrangement.
Sample 1
Obligations under Arrangement Agreement. Acquireco hereby covenants and irrevocably agrees in favour of the Shareholder that Acquireco will comply with its obligations set forth in the Arrangement Agreement and will not amend, waive or consent to any provision of or under the Arrangement Agreement, to change the Outside Date to a date later than April 23, 2010, to change the form of, or to decrease, the consideration per Share under the Arrangement or that would otherwise be materially adverse to the interests of the Shareholder without the prior written consent of the Shareholder; provided that Acquireco may, without such consent, amend the terms of the Arrangement (A) to increase the consideration (or the value of the consideration) under the Arrangement, or (B) to extend the Effective Date to a date not later than the Outside Date.
Sample 1
Obligations under Arrangement Agreement. Each of the Subco and the Parent hereby covenants and irrevocably agrees in favour of the Shareholder that each of the Subco and the Parent will comply with its respective obligations set forth in the Arrangement Agreement and will not amend or waive any provision under the Arrangement Agreement to provide for lesser consideration per Share under the Arrangement or in any respect that is material and adverse to the interests of the Shareholder without the prior written consent of the Shareholder; provided that the Subco and the Parent may, without such consent, amend the terms of the Arrangement (A) to increase the consideration (or the value of the consideration) under the Arrangement, or (B) to extend the Effective Date to a date not later than the Outside Date, or (C) to the extent that they have the power to do so, to waive any condition of the Arrangement and/or Arrangement Agreement.
Sample 1

Related to Obligations under Arrangement Agreement

  • Obligations Under the Guaranty The undersigned hereby agrees, as of the date first above written, to be bound as a Guarantor by all of the terms and conditions of the Guaranty to the same extent as each of the other Guarantors thereunder. The undersigned further agrees, as of the date first above written, that each reference in the Guaranty to an “Additional Guarantor” or a “Guarantor” shall also mean and be a reference to the undersigned, and each reference in any other Loan Document to a “Guarantor” or a “Loan Party” shall also mean and be a reference to the undersigned.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

  • Obligations Under the Security Agreement The undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. The undersigned further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned.

  • Continuing Guaranty; Assignments under the Credit Agreement This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (ii) the Maturity Date and (iii) the latest date of expiration, termination or Cash Collateralization or provision of Credit Support therefor of all Letters of Credit and the expiration or termination of all Secured Hedge Agreements, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Secured Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party herein or otherwise, in each case as and to the extent provided in Section 10.07 of the Credit Agreement. Subject to Section 7.04 of the Credit Agreement, no Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties.

  • Complete Agreement; Modification of Agreement This Agreement constitutes the complete agreement among the parties hereto with respect to the subject matter hereof, supersedes all prior agreements and understandings relating to the subject matter hereof, and may not be modified, altered or amended except as set forth in Section 8.6.

  • Subordination Agreements Subordination Agreements with respect to all Subordinated Debt.

  • Special Agreement Except for the termination of the Agreement due to the reason of Article 15, paragraph 1 of this Agreement, if the Agreement is terminated under any other circumstances, the payment made by Party B shall be regarded as Party B's liquidated damages, and Party A has the right not to return it.

  • Performance of Obligations under Loan Documents The Borrower will pay the Notes according to the reading, tenor and effect thereof, and the Borrower will, and will cause each Subsidiary to, do and perform every act and discharge all of the obligations to be performed and discharged by them under the Loan Documents, including, without limitation, this Agreement, at the time or times and in the manner specified.

  • Subordination Agreement Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes under Section 8.2(c) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

  • Continuing Agreement (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remain outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents and any contingent indemnity obligations that are not yet due and payable) and until all of the commitments relating thereto have been terminated. Upon such payment and termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, (i) return all certificates representing the Pledged Capital Stock, all other certificates and instruments constituting Pledged Collateral and all instruments of transfer or assignment which have been delivered to the Administrative Agent pursuant to this Pledge Agreement and (ii) forthwith release all of its liens and security interests hereunder and shall execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Administrative Agent or any holder of the Secured Obligations in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

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