Promotion of Transaction Sample Clauses

Promotion of Transaction. (a) During the Exclusivity Period, the Company will provide all reasonable cooperation to the Acquirer in promoting the merits of the Transaction to Shareholders, including: (i) complying with any reasonable request by the Acquirer to require disclosure of information in accordance with sections 290 and 291 of the FMCA, subject to its statutory and contractual obligations, and providing the information obtained as a result of requiring such disclosure to the Acquirer; (ii) providing (subject to the Company's statutory or contractual obligations) such information regarding Shareholders and their holdings as the Acquirer reasonably requests and will direct LINK to provide all information reasonably requested by the Acquirer; (iii) procuring that senior executives of the MHM Automation Group are available on reasonable notice to meet (in person or remotely, as is convenient for the relevant senior executive) with key Shareholders if reasonably requested to do so by the Acquirer to discuss and promote the Transaction; (iv) promptly report to Acquirer any material information the Company becomes aware of regarding opposition to the Scheme by the Shareholders (excluding unsubstantiated rumours or similar information or opposition by any individual Shareholder holding an immaterial number of Shares); and (v) undertaking, in cooperation with the Acquirer, other reasonable actions to promote the affirmative vote of Shareholders for the Transaction, as reasonably requested by the Acquirer and provided that the Company is not required to incur unreasonable out-of- pocket costs in relation to promoting the Transaction to Shareholders. in each case, subject to there being no Superior Proposal and the Independent Adviser's Report concluding that the Consideration is within or above the Independent Adviser's valuation range for the Shares. (b) The Company and the Acquirer will use reasonable endeavours to agree, as soon as practicable after the date of this agreement, key messaging and principles to govern all communications between the Acquirer (or any Representative of the Acquirer) and Shareholders, which will apply throughout the period that the Non-Conflicted Directors continue to unanimously recommend that Shareholders vote in favour of the Scheme.
Sample 1See All (6)
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Promotion of Transaction. (a) During the period commencing on the date of this agreement and ending on the first to occur of the termination of this agreement and the End Date, the Company will provide reasonable cooperation to Apax in promoting the merits of the Transaction to Shareholders, including: (i) encouraging Shareholders to exercise their rights to vote on the resolution to approve the Scheme at the Scheme Meeting; and (ii) procuring that senior executives of the Trade Me Group, as may be reasonably available, meet with key Shareholders if reasonably requested to do so by Apax, subject to there being no Superior Proposal and provided the Independent Adviser's Report has first concluded that the Consideration is within or above the Independent Adviser's valuation range for the Shares. If Apax engages in canvasing Shareholders in relation to the Scheme, Apax must provide the Company with details of the information and correspondence provided to Shareholders, as reasonably requested by the Company, and Apax must ensure that such information and correspondence complies with all applicable laws, including the FMCA and Fair Trading Xxx 0000. (b) Apax agrees to pay 50% of the Trade Me Group's out of pocket costs (exclusive of GST) incurred promoting the Transaction to Shareholders up to a maximum of $50,000, provided that the Company and Apax discuss in advance all promotional activities which relate to published materials, outbound programmed call scripts and other similar planned promotional materials and that Apax is given a reasonable opportunity to comment on the strategy, form and content of such promotional activities and the Company must consider and take into account in good faith all reasonable comments of Apax and its Representatives.
Sample 1Sample 2
Promotion of Transaction participate in efforts reasonably requested by Xxxxxx to promote the merits of the Transaction, including: (i) meeting with key APD Securityholders (and facilitating meetings between Bidder and these key APD Securityholders); and (ii) in consultation with Xxxxxx, undertaking other reasonable investor engagement and proxy solicitation actions (with what is reasonable for these purposes being determined having regard to investor feedback, proxy results, market circumstances prevailing at the time and any views expressed by APD) to encourage APD Securityholders to vote on the Schemes in accordance with the recommendation of the APD Board, subject to applicable law and ASIC policy;
Sample 1Sample 2
Promotion of Transaction participate in efforts reasonably requested by DuluxGroup to promote the merits of the Transaction, including: (i) meeting with key DuluxGroup Shareholders where requested by DuluxGroup; and (ii) providing DuluxGroup with such information and assistance as DuluxGroup reasonably requests to enable it to promote the merits of the Transaction;
Sample 1
Promotion of Transaction participate in efforts reasonably requested by Xxxxxxx to promote the merits of the Transaction, including: (i) meeting with key Vault Shareholders and communicating with employees, partners, customers and suppliers in a manner which is supportive of the Scheme; and (ii) providing Xxxxxxx with such information and assistance as Xxxxxxx reasonably requests to enable it to promote the merits of the Transaction; and
Sample 1
Promotion of Transaction. (a) During the period commencing on the date of this agreement and ending on the first to occur of the termination of this agreement and the End Date, the Company will provide reasonable cooperation to the Acquirer in promoting the merits of the Transaction to Shareholders, including: (i) encouraging Shareholders to exercise their rights to vote on the resolution to approve the Scheme at the Scheme Meeting; and (ii) procuring that senior executives of the Tilt Renewables Group, as may be reasonably available, meet with key Shareholders if reasonably requested to do so by the Acquirer, subject to there being no Superior Proposal and provided the Independent Adviser's Report has first concluded that the Consideration is within or above the Independent Adviser's valuation range for the Shares. (b) The Acquirer agrees to pay all of the Tilt Renewables Group's reasonable out of pocket costs incurred promoting the Transaction to Shareholders up to a maximum of $100,000, provided that the Company and the Acquirer discuss in advance all promotional activities which relate to published materials, outbound programmed call scripts and other similar planned promotional materials and that the Acquirer is given a reasonable opportunity to comment on the strategy, form and content of such promotional activities and such comments are given reasonable consideration by the Company.
Sample 1
Promotion of Transaction. (a) During the Exclusivity Period, Abano will provide Bidco with any assistance reasonably requested by Bidco in promoting the merits of the Transaction to Abano Shareholders, including: (i) providing (subject to Abano’s statutory or contractual obligations) such information regarding Abano Shareholders and their holdings as Bidco reasonably requests; and (ii) procuring that senior executives of the Abano Group are available on reasonable notice to: (A) meet with key Abano Shareholders if reasonably requested to do so by Bidco; and (B) communicate with the employees, independent contractors for personal services, customers and suppliers of the Abano Group, subject to there being no Superior Proposal and the Independent Adviser’s Report concluding that the Consideration is within or above the Independent Advisers valuation range for the Shares. (b) Abano is not required to comply with any request under clause 5.10 and/or 5.11(a) if the relevant action will result in Bidco incurring any out-of-pocket costs and Bidco has not approved the relevant costs under clause 5.11(c) after being requested to do so by Abano. (c) If this Agreement is terminated in accordance with its terms, then Bidco will promptly reimburse Abano for any out-of-pocket costs that it has incurred under clauses 5.10 and 5.11(a) and which were approved in writing by Bidco (such consent not to be unreasonably withheld or delayed).
Sample 1
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Promotion of Transaction participate in efforts reasonably requested by XXX to promote the merits of the Transaction, including: (i) meeting with key OZL Shareholders where reasonably requested by XXX; and (ii) providing OZL with such information and assistance as OZL reasonably requests to enable it to promote the merits of the Transaction; and
Sample 1
Promotion of Transaction. (a) During the Exclusivity Period, Target will provide all reasonable cooperation to Bidder in promoting the merits of the Transaction to Shareholders, including: (i) providing (subject to Target’s statutory or contractual obligations) such information regarding Shareholders and their holdings as Bidder reasonably requests; and (ii) procuring that senior executives of the Target Group are available on reasonable notice to meet with key Shareholders if reasonably requested to do so by Bidder, subject to there being no Superior Proposal and the Independent Adviser's Report concluding that the Consideration is within or above the Independent Advisers valuation range for Target.
Sample 1

Related to Promotion of Transaction

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek best execution. In assessing best execution available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM. (b) It is understood that the services of the Sub-Adviser are not exclusive, and nothing in this Agreement shall prevent the Sub-Adviser from providing similar services to other investment companies or from engaging in other activities, provided that those activities do not adversely affect the ability of the Sub-Adviser to perform its services under this Agreement. The Fund and CSAM further understand and acknowledge that the persons employed by the Sub-Adviser to assist in the performance of its duties under this Agreement will not devote their full time to that service. Nothing contained in this Agreement will be deemed to limit or restrict the right of the Sub-Adviser or any affiliate of the Sub-Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature, provided that doing so does not adversely affect the ability of the Sub-Adviser to perform its services under this Agreement. (c) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other investment advisory clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in a manner that is fair and equitable, in the judgment of the Sub-Adviser, in the exercise of its fiduciary obligations to the Fund and to such other clients. The Fund recognizes that the effect of the aggregation may operate on some occasions to the Fund's advantage or disadvantage. The Sub-Adviser shall provide to CSAM and the Fund all information reasonably requested by CSAM and the Fund relating to the decisions made by the Sub-Adviser regarding allocation of securities purchased or sold, as well as the expenses incurred in a transaction, among the Fund and the Sub-Adviser's other investment advisory clients. (d) In connection with the purchase and sale of securities for the Fund, the Sub-Adviser will provide such information as may be reasonably necessary to enable the custodian and co-administrators to perform their administrative and recordkeeping responsibilities with respect to the Fund.

  • Description of Transaction 1.1 Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • Limitation of Transactions So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

  • Effectuation of Transactions Each of the representations and warranties contained in this Agreement (and all corresponding definitions) is made after giving effect to the Transactions, unless the context otherwise requires.

  • Authorization of Transaction The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

  • Nature of Transaction It is the intention of the parties that: (a) for all purposes, including GAAP, federal and all state and local income and transfer taxes, bankruptcy, insolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership proceedings are based), real estate and commercial law and UCC purposes: (i) the Overall Transaction constitutes a secured lending transaction by the Participants to Lessee and preserves beneficial ownership in the Leased Property in Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee (and not the Lessor, the Administrative Agent or the other Participants) will be entitled to all tax benefits with respect to the Leased Property and other Collateral available to the owner of the Leased Property for tax purposes, the obligations of Lessee to pay Basic Rent shall be treated as payments of interest to the Participants, the payment by Lessee of any amounts (other than Basic Rent) in respect of the Lease Balance shall be treated as payments of principal to the Participants and, in the event Lessee purchases the Leased Property pursuant to the terms of the Lease and pays in full the Lease Balance and all other outstanding amounts owing by Lessee under the Operative Documents, legal title to the Leased Property shall automatically vest in the Lessee; and (ii) in order to secure the obligations of Lessee now existing or hereafter arising under the Lease or any of the other Operative Documents, the Lease, together with the other Security Instruments, creates a security interest or a lien, as the case may be, in the Leased Property and the other Collateral in favor of the Lessor, and for the benefit of the Participants, to secure Lessee’s payment and performance of the Obligations. Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to at any time, take any action or fail to take any action with respect to the preparation, filing or audit of any income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 5.1. Nevertheless, without limiting the foregoing agreement, each of the parties hereto acknowledges and agrees that none of the Lessee, the Participants, the Administrative Agent or Arranger has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that such party has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as such party deems appropriate. (b) Specifically, without limiting the generality of clause (a), the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee, the Guarantors or any Participant or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) constitute a financing made directly to Lessee by the Participants, as unrelated third party lenders, and that Lessor holds a fee interest in and title to the Leased Property to secure Lessee’s obligations to repay such financing to the Participants and all other amounts due under any of the Operative Documents and that Lessee retains the beneficial ownership of the Leased Property.

  • Consummation of Transaction Each of the parties hereto hereby agrees to use its best efforts to cause all conditions precedent to his or its obligations (and to the obligations of the other parties hereto to consummate the transactions contemplated hereby) to be satisfied, including, but not limited to, using all reasonable efforts to obtain all required (if so required by this Agreement) consents, waivers, amendments, modifications, approvals, authorizations, novations and licenses; provided, however, that nothing herein contained shall be deemed to modify any of the absolute obligations imposed upon any of the parties hereto under this Agreement or any agreement executed and delivered pursuant hereto.

  • Consummation of Transactions Each party shall use all ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law to carry out all of its respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, the following: (1) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, the approval of this Agreement and the Transactions by all Governmental Authorities and agencies, including the FCC, applicable to the execution, delivery and performance of this Agreement or the consummation of the Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions. (2) Each party shall furnish to the other parties all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by the Company or any other party in connection with the Transactions or otherwise to determine compliance with applicable FCC Law. (3) Upon the request of any other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this Agreement. Nothing in this Agreement shall be construed to require the parties to consummate the Closing if any regulatory approval would require that it (i) divest or hold separate any of its assets existing as of the date hereof other than as contemplated by this Agreement or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assets.

  • Support of Transaction Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company or their respective Affiliates are required to obtain in order to consummate the Merger, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the Company or the Company’s Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the Merger.

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