PARENT’S UNDERTAKINGS Sample Clauses

PARENT’S UNDERTAKINGS. Parent will not, directly or indirectly, take (and will use reasonable efforts to prevent any affiliate of the Company from taking) any action that would cause the Merger not to be treated as a reorganization within the meaning of Section 368(a) of the Code. Parent shall as promptly as practicable following the date hereof apply for approval for listing of Parent Common Stock to be issued pursuant to the Merger on the Nasdaq National Market ("NMS") upon official notice of issuance.
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PARENT’S UNDERTAKINGS. The below undertakings (other than the undertakings under paragraph (a) below) are agreed on the basis that they are intended only to apply on a temporary basis during the Negotiation Period and will need to be revisited and put on a more permanent footing as part of the amendment and extension requests issued in connection with implementing the Parent’s proposals for the recapitalisation of the Group. The below undertakings shall apply in addition to and shall not waive or release any existing obligation on any Obligor under the Facility Agreement. The Parent undertakes to the Agent on behalf of the Finance Parties, which undertakings shall be considered given by the Parent’s acceptance of the terms set out in this letter, that (save as the Agent (acting on the instructions of the Required Lenders) may otherwise agree in writing):
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PARENT’S UNDERTAKINGS. The below undertakings (other than the undertakings under paragraph (a) below) are agreed on the basis that they are intended only to apply on a temporary basis during the Negotiation Period and will need to be revisited and put on a more permanent footing as part of the amendment and extension requests issued in connection with implementing the Parent’s proposals for the recapitalisation of the Group. The below undertakings shall apply in addition to and shall not waive or release any existing obligation on any Obligor or the Brazilian Security Provider under the Facility Agreement. The Parent undertakes to the Agent on behalf of the Finance Parties, which undertakings shall be considered given by the Parent’s acceptance of the terms set out in this letter, that (save as the Agent (acting on the instructions of the Required Lenders) may otherwise agree in writing):
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PARENT’S UNDERTAKINGS. 5.2.1 Except as expressly provided in this Agreement, without the prior written Consent of Company, which shall not be unreasonably withheld, conditioned or delayed, and to the extent permitted under Applicable Law, during the Interim Period, the Parent will not and will cause each of its Subsidiaries to: (i) not take any action that would or would reasonably be expected to prevent, materially impair or materially delay the ability of the Company, Parent or Merger Sub to consummate the transactions contemplated by this Agreement or the other Transaction Agreements, (ii) conduct its operations in all material respects in the ordinary and usual course of business consistent with past practice, and (iii) use its reasonable best efforts to preserve intact its corporate existence.
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PARENT’S UNDERTAKINGS. Parent will not, directly or indirectly, take (and will use reasonable efforts to prevent any affiliate of the Company from taking) any action that would cause the Merger not to be treated as a reorganization within the meaning of Section 368(a) of the Code or any action which would cause any of the Parent's representations and warranties in this Agreement to be untrue or incorrect in any material respect, or prevent it from performing or cause it not to perform, its obligation under this Agreement. Parent shall as promptly as practicable following the date hereof apply for approval for listing of Parent Common Stock to be issued pursuant to the Merger on the NYSE upon official notice of issuance. Parent shall establish a Retention Plan substantially in accordance with the terms and provisions set forth in the PARENT SCHEDULE.
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PARENT’S UNDERTAKINGS. Parent undertakes that:
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PARENT’S UNDERTAKINGS. From and after the Effective Time, Parent will not, directly or indirectly, take or fail to take (and will use reasonable efforts to prevent any of its affiliates from taking or failing to take) any action that would cause the Merger not to be treated as a reorganization within the meaning of Section 368(a) of the Code; provided that the foregoing shall
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PARENT’S UNDERTAKINGS 
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Related to PARENT’S UNDERTAKINGS

  • Consents Under Agreements The Company shall have obtained the consent or approval of each Person whose consent or approval shall be required under any material Contract to which the Company or any of its Subsidiaries is a party that has not been provided to Parent on or prior to the date hereof, except those for which the failure to obtain such consent or approval, individually or in the aggregate, is not reasonably expected to have a Company Material Adverse Effect (taking into account any provision in any such material Contract which allows the counterparty thereto to terminate such material Contract without cause).

  • Continuing Security Interest; Assignments under the Credit Agreement This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender 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 Advances owing to it and the Note or Notes, if any, 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 Lender Party herein or otherwise, in each case as provided in Section 8.07 of the Credit Agreement.

  • Continuing Guaranty; Assignments under the Credit Agreement This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the later of (i) the termination of the Aggregate Commitments and the payment in full in cash of the Guaranteed Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) payable under this Guaranty and the Lenders have no further commitment to lend under the Credit Agreement and (ii) the latest date of expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or arrangements satisfactory to the L/C Issuer that issued such Letters of Credit shall have been made), (b) be binding upon each Guarantor, its successors and assigns and (c) bind and inure to the benefit of and be enforceable by the Secured Parties and their permitted successors, permitted transferees and permitted 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 in accordance with Section 10.07 of the Credit Agreement, 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. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Secured Parties, other than pursuant to a transaction permitted by the Credit Agreement and consummated in accordance with the terms and conditions contained therein.

  • Continuing Security Interest; Assignments Under the Credit Agreement; Release (a) This Security Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until all Obligations under the Credit Documents and each Pari Passu Agreement (other than, in each case, any contingent indemnity obligations not then due, any Secured Hedge Obligations or any Secured Cash Management Obligations) shall have been satisfied by payment in full, the Commitments shall be terminated and all Letters of Credit have expired or terminated and after all Letter of Credit Outstandings have been reduced to zero (or all such Letters of Credit and Letter of Credit Outstandings have been Cash Collateralized) notwithstanding that from time to time during the term of the Credit Agreement, the Credit Parties may be free from any Obligations.

  • Certain Agreements of the Company The Company agrees with the several Underwriters that:

  • Agreements, Etc Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

  • Certain Agreements Without the prior written consent of the Administrator and the Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Manager”.

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