Seller’s Actions. Seller has not deposited or released any Hazardous Materials (as defined below) on the Property in violation of any applicable laws, rule or regulations in existence as of the Effective Date.
Seller’s Actions. Seller shall use reasonable efforts prior to the applicable Closing Date to satisfy all of the closing conditions set forth in Paragraphs 10.1 (H) and (I) and 10.4.3 and otherwise cooperate with Buyer to complete any documentation required to effectuate the matters contained therein.
Seller’s Actions. Promptly upon receipt of an Option Notice from Buyer, Seller shall undertake all actions required in order for Seller to convey title of the Development Property to Buyer pursuant to the terms of this Agreement.
Seller’s Actions. In addition to any provisions of this Agreement that gives the City Manager/Executive Director the authority to make decisions and grant approvals, the Sellers hereby authorizes the City Manager/Executive Director to deliver such approvals, consents as are contemplated by this Agreement, waive requirements under this Agreement, and modify this Agreement, on behalf of the Sellers provided that the applicable approval, consent, waiver or modification is not substantial (i.e., does not change the fundamental business transaction between the District and the Sellers, as determined by the City Manager/Executive Director in his reasonable discretion).
Seller’s Actions. 3.3.1.1 With respect to the transfer of the Shares, the following actions shall be performed by Seller and the Selling Subsidiaries. On the Closing Date Seller shall deliver to Purchaser and/or cause certain of its Affiliated Companies to deliver: – The Shares – All documents necessary to effect the valid transfer of the ownership of the Shares, including, but not limited to, the documents listed in Schedule 3.3.1
Seller’s Actions. Each Major Seller hereby agrees that at any meeting of the stockholders of the Company however called, it shall (a) vote such Seller's Shares in favor of the Merger or any other transaction contemplated by the Merger Agreement, (b) vote such Seller's Shares against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement and
Seller’s Actions. From the date of this Agreement through the Closing: (a) Seller shall use its reasonable efforts to cause the conditions to the obligations of Seller set forth in Article VII to be satisfied to the extent that the satisfaction of such conditions is within the control of Seller or its Subsidiaries or affiliates; and (b) Seller shall not take any action or omit to take any action within its reasonable control to the extent such action or omission might result in a breach of any covenant or agreement of Seller or its Subsidiaries or affiliates in this Agreement or in any representation or warranty made by any of them in this Agreement being inaccurate or incorrect on and as of the Closing Date.
Seller’s Actions. The Seller has not acted and will not act in concert with any other stockholder of Oxis, either in the negotiation and execution of this letter agreement or in connection with the consummation of the transactions contemplated hereunder. The Seller is not a member of any "group", as defined under the federal securities laws, with respect to the Seller's ownership or sale of the Shares, the voting thereof, or otherwise in connection with Oxis, and the Seller has no agreement, written or oral, with any stockholder of Oxis or any third party relating to any matter concerning the affairs of Oxis. The Seller acknowledges that the Seller has separately negotiated with Axonyx the terms and conditions of this letter agreement and that the delivery of a signed copy hereof to Axonyx does not mean that Axonyx has made any offer to the Seller to acquire the Shares or that the Seller is making an offer to Axonyx to sell the Shares to it. The Seller is not acquiring the Exchange Shares as a result of any general solicitation or general advertisement by Axonyx, or any offer or other limited solicitation by Axonyx to stockholders of Oxis.
Seller’s Actions. On the date hereof, Sellers shall (i) execute the respective terms of transfer of shares evidencing the transfer of the SHP Shares to Buyer; (ii) execute the respective terms of transfer of shares, evidencing the transfer of the DTP Shares to Buyer; (iii) execute the terms of transfer of shares, as provided by Banco Itaú, evidencing the transfer of the Company Control Group Preferred Shares to Buyer; (iv) deliver to Buyer copy of the relevant empowerment documents of Sellers and the Intervening Parties as necessary to authorize the execution of this Agreement and the consummation of the transactions contemplated hereby; and (v) deliver to Buyer the resignation letters required by Section 6.5.
Seller’s Actions. At or prior to the Closing, the Sellers shall deliver or cause to be delivered to the Buyer:
