Post Closing Agreements. From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.
Post Closing Agreements. The Seller and the Buyer, as the case may be, agree that from and after the Closing Date:
Post Closing Agreements. The Stockholders agree that from and after the Closing Date:
Post Closing Agreements. The Company shall comply with the post-closing covenants set forth on Schedule I.
Post Closing Agreements. From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article 9.
Post Closing Agreements. From and after the Closing:
Post Closing Agreements. (a) Hongye understands, acknowledges and agrees with SES as follows: (i) except as required by law and described in this Agreement, the purchase of the Shares is irrevocable, (ii) the offering of the Shares is intended to be exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act, which is in part dependent upon the truth, completeness and accuracy of the statements made by Hongye herein; and (iii) there can be no assurance that Hongye will be able to sell or dispose of the Shares.
(b) Hongye understands, acknowledges and agrees that, as a result of the acquisition of the Shares, it shall be required to file with the SEC a Schedule 13D (Information to Be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)) and a Form 3 (Initial Statement of Beneficial Ownership of Securities). Hongye further understands, acknowledges and agrees that it is Hongye’s sole responsibility to amend these documents as necessary after they are filed and SES shall have no liability or obligation to Hongye with respect thereto.
(c) Hongye shall not sell, assign or transfer any Shares, and shall cause the Shares to not be sold, assigned or transferred, until the twelve month anniversary of the Closing Date.
(d) For so long as Hongye owns or controls at least 5% of the total issued and outstanding shares of Common Stock at any meeting of stockholders of SES or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) is sought, Hongye shall, including by executing a written consent if requested by SES, vote (or cause to be voted) the Shares in favor of each director nominated by the board of directors of SES. For the avoidance of doubt, this Agreement is intended to constitute a voting agreement entered into under Section 218(c) of the Delaware General Corporation Law. Share Purchase Agreement between SES and Hongye Execution Version
(e) Until the third anniversary of the Closing Date, neither Hongye nor its affiliates, shall, without the prior written consent of the SES Board, directly or indirectly, (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or in any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of any securities or rights to acquire any securitie...
Post Closing Agreements. (a) As promptly as possible, but no later than November 26, 2008, to the extent not delivered on the date of this Agreement after the U.S. Borrower's use of commercially reasonable efforts, the Administrative Agent shall have received endorsements with respect to the Closing Date Credit Insurance Policy in form and substance reasonably acceptable to the Administrative Agent and the U.S. Administrative Agent reflecting their respective interests as additional insured and loss payee, as their respective interests may appear.
(b) As promptly as possible, but no later than December 8, 2008, the Administrative Agent shall have received a duly executed perfection certificate for the Credit Parties dated as of the date of its delivery in form and substance satisfactory to the Administrative Agent.
(c) As soon as possible but in any event by December 31, 2008, the U.S. Borrower hereby agrees that it shall provide the following:
(A) duly executed amendments to each of the New U.S. Borrower Mortgages, in each case, in form and substance satisfactory to the Administrative Agent but including, without limitation, an amendment to the legal descriptions set forth therein (to the extent necessary) (collectively, the "New U.S. Borrower Mortgage Amendments") and (B) down-dated title policies with respect to each of the Coosa Pines Mill Real Property and Grenada Mill Real Property dated as of the date of the applicable amendment referred to in clause (A) insuring the Lien of each of the New U.S. Borrower Mortgages, as amended by each of the New U.S. Borrower Mortgage Amendments, and otherwise in form and substance satisfactory to the Administrative Agent; and
(ii) an updated Schedule 1.1(c) to the Credit Agreement dated as of the date on which the New U.S. Borrower Mortgage Amendments are filed.
(d) As promptly as possible, but no later than December 12, 2008 (as such date may be extended by the Administrative Agent and the U.S. Administrative Agent in their sole discretion), the Administrative Agent and the U.S. Administrative Agent shall have received (i) a Credit Insurance Policy covering the U.S. Borrower and its Subsidiaries or the Parent and each of its subsidiaries (including the U.S. Borrower and its Subsidiaries) issued by Export Development Canada or another insurer reasonably acceptable to the Administrative Agent and the U.S. Administrative Agent, covering each account debtor of the U.S. Borrower and its Subsidiaries whose chief executive office is not located i...
Post Closing Agreements. 5.1 Post-Closing Agreements. From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article V.
