Sellers and Company’s Obligations Sample Clauses

Sellers and Company’s Obligations. The Sellers shall and shall cause the Company to cooperate with the Purchaser in connection with the Debt Financing by applying the same standard of cooperation provided under Article 47 of CVM Rule 400/03, as amended, including by using commercially reasonable efforts to (a) participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies and prospective lenders, if any; (b) provide (i) all of the financial statements described in paragraphs 4 and 6 of Exhibit C of the Debt Commitment Letter (as in effect as of the date hereof) and (ii) such other financing, including all such financial, business and other pertinent information regarding the Company reasonably required by the Purchaser and/or the Guarantor for the Purchaser and/or the Guarantor to produce the financial statements required to consummate the Debt Financing (except to the extent related to the exchange of commercially or competitive sensitive information which is subject to the limitations imposed by the applicable Laws); provided, that (x) the Purchaser and/or the Guarantor shall be responsible for the preparation of any pro forma financial statements and pro forma adjustments giving effect to the Transaction for use in connection with the offering of the debt financing (it being understood that the Company shall undertake commercially reasonable efforts to assist the Purchaser and/or the Guarantor in the preparation of such pro forma information to the extent its assistance relates to financial information and data derived from the Company’s historical books and records) and (y) in no event shall the information required to be delivered by the Company pursuant to this clause (b) be deemed to include or shall the Company otherwise be required to provide consolidating or other financial statements or data that would be required by Sections 3-10 and 3-16 of Regulation S-X and Item 402 of Regulation S-K and information regarding executive compensation and related party disclosure related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A and other customary exceptions (information required to be delivered pursuant to this clause (b), the “Required Information”); (c) assist with the preparation of (i) a customary Rule 144A offering memorandum of a U.S. issuer, bank information memoranda, private placement memoranda and similar documents, including “roadshow” or investor meeting slides required in connection...
Sample 1
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Related to Sellers and Company’s Obligations

  • The Company’s Obligations The Company shall provide Employee with any and all necessary or appropriate current financial information and access to current information and records regarding all material transactions involving the Company and/or its subsidiaries and/or affiliates, including but not limited to acquisition of assets, personnel contracts, dispositions of assets, service agreements and registration statements or other state or federal filings or disclosures to carry out his duties and responsibilities hereunder. In addition, the Company agrees to provide Employee, as a condition to his services hereunder, such staff, equipment and office space as is reasonably necessary for Employee to perform his duties hereunder.

  • Company’s Obligations The Company shall provide Executive with any and all necessary or appropriate current financial information and access to current information and records regarding all material transactions involving the Company, including but not limited to acquisition of assets, personnel contracts, dispositions of assets, service agreements and registration statements or other state or federal filings or disclosures, reasonably necessary for Executive to carry out Executive's duties and responsibilities hereunder. In addition, the Company agrees to provide Executive, as a condition to Executive's services hereunder, such staff, equipment and office space as is reasonably necessary for Executive to perform Executive's duties hereunder.

  • Conditions of the Company’s Obligations The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:

  • Conditions to the Company’s Obligations The Company’s obligation to issue and sell the Units to the Investor shall be subject to: (i) the receipt by the Company of the purchase price for the Units being purchased hereunder as set forth on the Signature Page and (ii) the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing Date.

  • Conditions of the Company’s Obligations at the Closing The obligations of the Company owed to the Purchaser to consummate the Closing under Section 1 of this Agreement, unless otherwise waived in writing by the Company, are subject to the fulfillment at or before the Closing of each of the following conditions:

  • Conditions of the Company’s Obligations at Closing The obligations of the Company to each Purchaser under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

  • Conditions of Company's Obligations The obligations of the Company to sell and deliver the Bonds are subject to the following conditions:

  • Termination of the Company’s Obligations The Company shall have no further obligations pursuant to this Agreement at such time as no Registrable Shares are outstanding, provided, however, that the Company’s obligations under Sections 3, 6 and 10 of this Agreement shall remain in full force and effect following such time.

  • Conditions to the Company’s Obligation 3.2.2.1 With respect to a given Purchaser, the obligation of the Company to consummate the sale of the Subordinated Notes and to effect the Closing is subject to delivery by or at the direction of such Purchaser to the Company of this Agreement, duly authorized and executed by such Purchaser.

  • CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING The obligations of the Company to the Purchasers under this Agreement are subject to the fulfillment or waiver, on or before the Closing, of each of the following conditions:

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