Parent Cooperation. Parent shall cooperate by executing and delivering representations contained in certificates of officers of Parent and Merger Sub, reasonably satisfactory in form and substance to Company’s and Parent’s counsel, in connection with (i) any tax opinion or description of the U.S. federal income tax consequences of the Mergers contained or set forth in the Form S-4 and (ii) the tax opinions referenced in Section 7.2(c) or Section 7.3(c).
Parent Cooperation. Parent and Telemynd shall cooperate in preparing, filing with the SEC and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or advisable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Parent and Telemynd will prepare, and Telemynd will, to the extent required under applicable Law, file with the SEC, any such documentation and any requisite no-action letters which Parent determines are necessary or desirable to effectuate the Distribution, and Parent and Telemynd shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. Parent and Telemynd shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution.
Parent Cooperation. Parent shall, and shall cause its Subsidiaries and their respective officers and employees to, and shall use its commercially reasonable efforts to cause their respective advisors and representatives to, take or cause to be taken all actions, and do or cause to be done all things, as the Sellers’ Representative may reasonably request in connection with the Winding Up Activities.
Parent Cooperation. Parent agrees that:
(a) it shall use its good faith efforts to negotiate the documents necessary to consummate the transactions contemplated by this Agreement (collectively, the “Restructuring Documents”) in good faith and to take such actions as are reasonably requested by the E-Side Debtors or as Parent in good xxxxx xxxxx reasonable and appropriate to obtain Bankruptcy Court approval of the Restructuring Documents as soon as reasonably practicable;
(b) it shall use good faith efforts to assist in obtaining (i) entry of the Bankruptcy Court order approving the disclosure statement and other solicitation materials in support of the Plan of Reorganization (the “Disclosure Statement Order”), the Approval Order, and the EFH Confirmation Order, and (ii) consummation of the Plan of Reorganization and all other transactions contemplated by this Agreement as soon as reasonably practicable in accordance with the Bankruptcy Code and on terms consistent with this Agreement, including within the timeframes contemplated in this Agreement;
(c) it shall not directly or indirectly, or encourage any other entity to directly or indirectly: (i) object to, delay, impede, or take any other action or any inaction to interfere with the acceptance, implementation, consummation, or amendment (whether before or after confirmation) of the Plan of Reorganization; or (ii) propose, file, support, vote for, or take any other action in furtherance of any Acquisition Proposal, including, for the avoidance of doubt, by making or supporting any filings with the Bankruptcy Court or any regulatory agency, including the PUCT, the IRS, the FCC, and the FERC, or by entering into any agreement or making or supporting any filing, press release, press report or comparable public statement, with respect to any Acquisition Proposal; provided, however, that notwithstanding the foregoing, Parent may file with the Bankruptcy Court all documents necessary to obtain approval of this Agreement and entry of the Approval Order;
(d) it shall (i) use commercially reasonable efforts to obtain required regulatory and/or third-party approvals (including from the PUCT, the IRS, the FCC, and the FERC, as applicable), and (ii) use commercially reasonable efforts to assist in obtaining (A) Bankruptcy Court approval of the Restructuring Documents and entry of the EFH Confirmation Order, and (B) entry of the Disclosure Statement Order, the Approval Order, and the EFH Confirmation Order, and any other order of the Ban...
Parent Cooperation. (i) Parent shall, and shall cause the Transferred Entities to, use reasonable best efforts to, and shall use reasonable best efforts to cause their respective Representatives to, provide, in each case, at the sole cost and expense of Purchaser, such cooperation as is reasonably requested by Purchaser in connection with the Debt Financing and the syndication and marketing thereof, including reasonable best efforts with respect to (A) upon reasonable prior written notice and at reasonable times, participation by senior management and directors of the Transferred Entities that will remain with the Transferred Entities after the Closing (“Continuing Management”) in a reasonable number of meetings (in each case, which may be held virtually), lender presentations, rating agency presentations and lender due diligence presentations, in each case at times and locations to be mutually agreed and to include direct contact between senior members of Continuing Management and the Debt Financing Sources, in each case to the extent customarily needed for financings of the type contemplated by the Debt Commitment Letter; (B) providing reasonable assistance to Purchaser and its Debt Financing Sources in the preparation of customary bank information memoranda, lender presentations and rating agency presentations in connection with the Debt Financing (the “Marketing Material”); provided, that no such Marketing Material shall be issued by, or include material financial information or any material non-public information (as reasonably determined by Parent) with respect to, Parent or its Subsidiaries that are not Transferred Entities, (C) providing reasonable assistance in the preparations of, and subject to the limitations set forth in clause (d)(ii) below, execution and delivery of, definitive financing documents, including any guarantee, pledge and security documents contemplated by the Debt Financing, and any certificates and schedules related thereto and other customary definitive documents relating to the Debt Financing, any certificates and schedules related thereto, and otherwise reasonably assist in facilitating the pledging of collateral contemplated by the Debt Financing (including a certificate of an appropriate officer of the Transferred Entities that is Continuing Management with respect to solvency of the Transferred Entities on a consolidated basis in the form attached to the Debt Commitment Letter), as may be reasonably requested by Purchaser (it being understoo...
Parent Cooperation. Parent and MYnd California shall cooperate in preparing, filing with the SEC and causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or advisable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Parent and MYnd California will prepare, and MYnd California will, to the extent required under applicable Law, file with the SEC, any such documentation and any requisite no-action letters which Parent determines are necessary or desirable to effectuate the Distribution, and Parent and MYnd California shall each use its reasonable best efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. Parent and MYnd California shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution.
Parent Cooperation. Teachers report problems getting parents to follow pro- gram routines and center policies and procedures such as not bringing a sick child to the center, or dropping off and picking up their children on time. Prekindergarten teachers have problems enlisting parent cooperation with toilet training efforts, and are specifically con- cerned about dealing with parents who, in order to meet enrollment requirements, say their child is toilet trained when the child is not. Prekindergarten teachers also report problems getting parents to follow procedures and policies with respect to enrollment, fee payment, attendance, and providing required information for files.
Parent Cooperation. Parent and Acquisition Sub shall promptly furnish or otherwise make available to the Company or the Company’s legal counsel all information concerning the Parent or their respective Affiliates that may be required or reasonably requested in connection with the Proxy Statement or any action contemplated by this Section 6.3(b).
Parent Cooperation. Prior to the Closing, Parent shall reasonably cooperate with the Company in satisfying the SCR Pre-Conditions and in effecting the Share Capital Repayment in accordance with the SCR Step Plan; provided that in no event shall Parent be required pursuant to this Section 9.03(c) to pay any monies or provide guarantees, indemnities, margin, collateral, undertakings, credit support or enhancement or similar assurances of financial loss to Governmental Authorities or any other Person in support of the Share Capital Repayment or any payment, transfer or distribution related to thereto.
Parent Cooperation
