Offer related undertakings. (a) The Company shall ensure that Bidco complies in all material respects with all applicable laws and regulations concerning the Offer (in particular, but not limited to the WpÜG). (b) The Company shall ensure that the Press Release and Offer Document and any other publications and documents relating to the Offer will be promptly supplied to the Facility Agent and contain all the material terms and conditions of the Offer including (if applicable) Bidco’s intention to conduct the Squeeze-out. (c) The Company shall ensure that Bidco will not without the written consent of the Facility Agent (acting on the instructions of all Lenders): (i) deviate in the Offer Document from the Press Release in relation to: (A) the identity of the bidder and the Target; (B) the amount of consideration for the Shares; (C) cartel clearance from cartel and antitrust authorities; (D) the conditions of the Offer; or (E) any other material aspect of the Offer in particular from those conditions which are set out in the Press Release. (ii) change, amend, novate, waive, rescind, terminate, contest or decide not to enforce, in whole or in part, any material term or material condition of the Offer Document (it being agreed that the acceptance period relating to the Offer is not, until the expiry of the Certain Funds Period, a material condition of the Offer Document); (iii) declare or accept or treat as satisfied any condition of the Offer; or (iv) issue or allow to be issued on its behalf any press release or other publicity which refers to any Facility or any Finance Party unless the publicity is required by law or has been consented to by the Majority Lenders in writing. (d) The Company shall ensure that no action is taken by or on behalf of any member of the Acquisition Group (including Bidco) or any Person acting in concert with any member of the Acquisition Group which would or may require an increase in the offer price for the Shares, or the total consideration payable for all the Shares to which the Offer relates, above a level agreed between the Company and the Facility Agent (acting on the instructions of all Lenders) except with the prior consent of the Facility Agent (acting on the instructions of all Lenders). (e) The Company shall keep the Facility Agent informed in all material respects as to the status and progress of the Offer and, in particular, will from time to time and promptly upon request give to the Mandated Lead Arrangers or the Facility Agent details of the ...

Offer related undertakings. The Company will and will cause the Borrower to comply with the terms of the Offer.

Offer related undertakings. Dynea undertakes to procure that it and Nordkem shall unless the Facility Agent (acting on the instructions of the Majority Banks) otherwise agrees:

Offer related undertakings. (i) There shall have been no amendments of the Offer with respect to the Offer timetable and the Offer Price and no amendments or waivers of the conditions to the Offer set forth in the Offer Documents, other than Agreed Offer Amendments, without the prior written consent of the Administrative Agent and the Lead Arrangers; (ii) The Borrower, Bidco and each Person (if any) that is deemed (as a matter of Swiss takeover Law) to be acting in concert with the Borrower or Bidco in relation to the Offer, shall not have permitted any circumstances to arise whereby a mandatory offer in respect of the Target Shares was or is required to be made by the Borrower or Bidco and each Person (if any) that is deemed (as a matter of Swiss takeover Law) to be acting in concert with the Borrower or Bidco in relation to the Offer by the terms of any applicable Swiss Laws; and (iii) There shall have been no breach of the Best Price Rule in relation to the Offer as a result of actions taken by the Borrower, Bidco and each Person (if any) that is deemed (as a matter of Swiss takeover Law) to be acting in concert with the Borrower or Bidco in relation to the Offer, which would or may require the amendment of any material term of the Offer (including, without limitation, an increase in the Offer Price or the maximum total consideration payable for all the Target Shares).

Offer related undertakings. (a) The Borrower or Bidco will launch a ninety-eight percent (98.0%) squeeze out procedure within three (3) months after the Funding Date if they acquire in excess of ninety-eight percent (98.0%) of the shares of the Target within such period, or, thereafter they will launch a ninety percent (90.0%) squeeze out procedure as soon as reasonably practicable after they become entitled to do so; (b) Bidco and the Target will, upon Bidco holding one hundred percent (100.0%) of the Capital Stock of the Target, immediately implement the delisting of the Target’s Capital Stock from SIX Stock Exchange; (c) Bidco shall take all reasonable steps to enforce its rights under the Transaction Agreement and related documents; (d) The Borrower and Bidco shall ensure that during the Best Price Period no action is taken (including, but not limited to, open market purchases of Target Shares by the Borrower, Bidco and each Person (if any) that is deemed (as a matter of Swiss takeover Law) to be acting in concert with the Borrower or Bidco in relation to the Offer), which would or may require the amendment of any material term of the Offer (including, without limitation, an increase in the Offer Price for the Target Shares or the maximum total consideration payable for all the Target Shares); (e) The Borrower, Bidco and each Person (if any) that is deemed (as a matter of Swiss takeover Law) to be acting in concert with the Borrower or Bidco in relation to the Offer shall comply in all material respects with Swiss takeover Law and applicable Swiss Laws in relation to the Offer; (f) The Borrower shall deliver to the Administrative Agent of all information reasonably requested regarding the Offer and acceptances of the Offer and all documents, notices or announcements, in each case, of a material nature, received or issued by the Borrower, Bidco or any other Person deemed (as a matter of Swiss Law) to be acting in concert with the Borrower or Bidco in relation to the Offer; and (g) The Borrower, Bidco and each Person (if any) that is deemed (as a matter of Swiss takeover Law) to be acting in concert with the Borrower or Bidco in relation to the Offer shall take all actions necessary to ensure that the Offer Documents are consistent in all material respects with the agreed form of the Pre-Announcement in respect of the Offer published on April 10, 2017 unless such amendment or waiver was an Agreed Offer Amendment and could not reasonably be expected to be or have been materially adv...

Offer related undertakings

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Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, stockholders, affiliates, customers or suppliers of any Partnership Entity, on the other hand, that is required to be described in the Preliminary Prospectus or the Prospectus and is not so described.
Restriction on Transfer, Proxies and Non-Interference Except as contemplated hereby, the Stockholder shall not (i) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of his or her Shares, (ii) grant any proxies, deposit any shares of capital stock of the Company into a voting trust or enter into a voting agreement with respect to any such Shares or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing his or her obligations under this Voting Agreement. Notwithstanding the foregoing, the Stockholder shall be permitted to (i) transfer any of the Owned Shares to any member of the immediate family of the Stockholder or any trust, limited partnership or other entity the beneficial ownership of which is held by the Stockholder or such family members (each, a "Permitted Transferee"), so long as such Permitted Transferee agrees in writing, in form and substance satisfactory to the Purchaser, to be bound by the terms hereof to the same extent as the Stockholder is bound and provided further, however, that no such transfer shall relieve the Stockholder of his or her obligations hereunder if such Permitted Transferee does not perform such obligations, (ii) dispose of any Owned Shares in payment of the exercise price or any withholding taxes in connection with any exercise by the Stockholder of stock options outstanding on the date of this Voting Agreement to acquire shares of capital stock of the Company and (iii) transfer by gift to any charitable organization up to the number of Owned Shares indicated on Schedule A under the heading "Maximum Number of Shares that May be Transferred by Gift."
Certain Corporate Transactions In the event of certain corporate transactions, this Option shall be subject to adjustment as provided in Section 16 of the Plan. In the event of a Change in Control, this Option shall be subject to the provisions of Section 17 of the Plan.
Capital Stock and Related Matters (i) As of the Closing (as such term is defined in the Merger Agreement), the Company shall not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or containing any profit participation features, nor shall it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock or any stock appreciation rights or phantom stock plans other than pursuant to and as contemplated by this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, the Company shall not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock, except pursuant to this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Company’s Certificate of Incorporation. As of the Closing, all of the outstanding shares of the Company’s capital stock shall be validly issued, fully paid and nonassessable. (ii) There are no statutory or, to the best of the Company’s knowledge, contractual stockholders preemptive rights or rights of refusal with respect to the issuance of the Rollover Stock hereunder, except as expressly contemplated in the Stockholders Agreement or provided in the Purchase Agreement. Based in part on the investment representations of the Investor in Section 4 of the Purchase Agreement and of the Exchanger in Section 1(c) hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Rollover Stock hereunder do not and will not require registration under the Securities Act or any applicable state securities laws. To the best of the Company’s knowledge, there are no agreements between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock or with respect to any other aspect of the Company’s affairs, except for this Agreement, the other Exchange Agreements (as such term is defined in the Stockholders Agreement), the Stockholders Agreement, the Purchase Agreement, the Management Purchase Agreements (as such term is defined in the Stockholders Agreement) and the Registration Agreement.
Organization and Related Matters Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Restrictions on Public Sale by the Company The Company agrees not to effect any public sale or distribution of any of its securities, or any securities convertible into or exchangeable or exercisable for such securities (except pursuant to registrations on Form S-4 or S-8 or any successor thereto), during the period beginning on the effective date of any Registration Statement in which the Designated Holders of Registrable Securities are participating and ending on the earlier of (i) the date on which all Registrable Securities registered on such Registration Statement are sold and (ii) 120 days after the effective date of such Registration Statement (except as part of such registration).
CDSCs Related to the Redemption of Non-Omnibus Commission Shares CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.
Sale of Shares to Affiliates You may sell our Shares at net asset value to certain of your and our affiliated persons pursuant to the applicable provisions of the Federal securities statutes and rules or regulations thereunder (the “Rules and Regulations”), including Rule 22d-1 under the 1940 Act, as amended from time to time.
Representations and Indemnities of Broker Relationships Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker or finder (other than the Brokers, if any) in connection with this Lease, and that no one other than said named Brokers is entitled to any commission or finder's fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys' fees reasonably incurred with respect thereto.
Representations and Warranties of the Company Regarding the Offering (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date (as defined in Section 4(d) below) and as of each Option Closing Date (as defined in Section 4(b) below), as follows:

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