Other Operational Covenants. Prior to the Effective Time, Parent and Purchaser shall not, and shall cause their Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period; (ii) materially increase the risk of any Governmental Authority seeking or entering an Order prohibiting the consummation of the Transactions; (iii) materially increase the risk of not being able to remove any such Order on appeal or otherwise; or (iv) materially delay or prevent the consummation of the Transactions.
Other Operational Covenants. The Company shall pay all of its transaction expenses relating to the negotiation and consummation of the Transactions contemplated by this Agreement, in each case, as owed by it prior to Purchaser’s acceptance of Company Shares for purchase in the Offer at the Acceptance Time. Furthermore, the Company shall take all action necessary to cause the Liens contemplated by the Tender Offer Condition at clause (iii)(f) of Annex A to be terminated and released prior to the Initial Expiration Date.
Other Operational Covenants. The Company shall pay (i) all of its transaction expenses relating to the negotiation and consummation of the Transactions contemplated by this Agreement, and (ii) the minimum estimated pension plan funding amount, as determined by the Company’s pension plan actuary, and based upon an estimated pension plan termination date of December 31, 2010, in each case, as owed by it prior to Purchaser’s acceptance of Company Shares for purchase in the Offer on the Acceptance Date. In addition, the Company shall use reasonable best efforts to take all action necessary to cause the JPMorgan Credit Agreement to be terminated and all Liens thereunder released prior to Purchaser’s acceptance of Company Shares for purchase in the Offer on the Acceptance Date.
Other Operational Covenants. 19 (d) INSPECTION AND ACCESS TO INFORMATION.........................................20 (e) CONSULTATIONS................................................................20 4.2. CERTAIN ADDITIONAL COVENANTS OF THE PARTIES...........................................21 (a) CERTAIN FILINGS, CONSENTS AND ARRANGEMENTS...................................21 (b)
Other Operational Covenants. Between the date hereof and the Effective Time, unless Xxxxxx shall otherwise agree in writing, Voyager shall:
Other Operational Covenants. The Company shall pay all of its transaction expenses relating to the negotiation and consummation of the Transactions contemplated by this Agreement, as owed by it prior to Purchaser’s acceptance of Company Shares for purchase in the Offer on the Acceptance Date.
Other Operational Covenants. 23 (d) Inspection and Access to Information. . . . . . . . . . . . . .23 4.2 Certain Additional Covenants of the Parties. . . . . . . . . . . . .23 (a) Certain Filings, Consents and Arrangements. . . . . . . . . . .23 (b)
Other Operational Covenants. Between the date hereof and the Effective Time, unless JEDI and TCW shall otherwise agree in writing, QRI, QELC, Mercury and MGP shall, and Mercury shall cause QRI, QELC and MGP to (1) perform in all material respects all of its obligations under all Contracts (except those being contested in good faith and disclosed to JEDI and TCW in writing and which are not, individually or in the aggregate, material to the business of QRI, QELC, Mercury or MGP) and not enter into, assume or amend any contracts except (x) contracts which are in the ordinary course of business involving the payment by QRI, QELC, Mercury or MGP of less than $10,000 individually or (y) contracts which are not in the ordinary course of business involving the payment by QRI, QELC, Mercury or MGP of less than $5,000 individually; (2) maintain in full force and effect policies of insurance comparable in scope of coverage to that now maintained by QRI, QELC, Mercury and MGP and use reasonable efforts to cause its material properties and equipment to be kept in good repair, working order and condition, ordinary wear and tear excepted, in accordance with its customary policies and past practices; and (3) prepare and timely file, or obtain extensions of time in which to file, all federal, state, local and foreign returns for taxes and other tax reports, filings and amendments thereto required to be filed by it.
