Subsidiary Compliance. Parent will cause Merger Sub to comply with and perform all of Merger Sub’s obligations under or relating to this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. Merger Sub will not engage in any business which is not in connection with the Merger. Parent will vote all of the shares of Merger Sub in favor of the adoption of this Agreement.
Subsidiary Compliance. If, at any time, any board of any Subsidiary of ITC Investments or any committee of such board (i) proposes to exercise its independent decision making power in a manner inconsistent with or independent from prior decisions of the ITC Investments Board or (ii) proposes to resolve or otherwise contemplates resolving to take any material action that is inconsistent with the decisions of the ITC Investments Board, or that were not the subject of discussion or resolution of the ITC Investments Board or that otherwise is beyond the scope of prior decisions of the ITC Investments Board (including delegations of authority by the ITC Investments Board and other than ministerial and routine actions reasonably taken to implement decisions made by the ITC Investments Board), then such board or committee shall not exercise such decision making power or pass such resolution, shall adjourn the relevant meeting, and the relevant matter shall be subject to the approval of the ITC Investments Board and the ITC Board in accordance herewith; provided, that if the exercise of such decision making power or the passing of such resolution is required to be taken by the relevant board or committee in the exercise of fiduciary duties, then the relevant meeting shall be adjourned, each RH Director and each director of the ITC Investments Board that is a director, officer, or employee of the Fortis Group shall be appointed to such board or committee, and the exercise such decision making power or the passing of such resolution shall require the requisite number of votes specified in the bylaws of the relevant subsidiary, including such newly appointed directors. Any appointment of directors in accordance with the proviso in the immediately preceding sentence shall be effective solely for the purpose of the exercise of the relevant decision making power or the passing of the relevant resolution and the directors appointed thereby shall resign promptly thereafter. Without limiting the foregoing, if any director, officer or employee of the Fortis Group is appointed to any board or committee of a Subsidiary of ITC Investments, then the RH Directors and the Independent Directors shall also be appointed to the same such board or committee.
Subsidiary Compliance. Parent will cause the payment, performance and discharge by Merger Sub of, and the compliance by Merger Sub with, all of the covenants, agreements, obligations and undertakings of Merger Sub under this Agreement in accordance with the terms of this Agreement. Parent will, promptly following execution of this Agreement, cause the sole shareholder of Merger Sub to approve this Agreement in its capacity as sole shareholder of Merger Sub and deliver to the Company evidence of its vote or action by written consent approving this Agreement in accordance with applicable Law and the articles of incorporation and bylaws of Merger Sub. During the period from the date of this Agreement through the Effective Time, Merger Sub will not, and Parent will not permit Merger Sub to, engage in any activity of any nature except as contemplated by this Agreement.
Subsidiary Compliance. Seller shall cause each of the Selling Subsidiaries to, upon the terms and subject to the conditions set forth in this Agreement perform, discharge and comply with all of its obligations under or relating to this Agreement, as applicable.
Subsidiary Compliance. The Company shall cause its Subsidiaries to use commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their parts under this Agreement and applicable Laws to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly as reasonably practicable. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action.
Subsidiary Compliance. Parent shall cause Acquisition Subsidiary to perform its obligations under this Agreement.
Subsidiary Compliance. Parent will cause Holdco and Merger Sub to comply with all of Holdco’s and Merger Sub’s obligations under or relating to this Agreement. Holdco and Merger Sub will not engage in any business which is not in connection with the Merger. Parent will vote all of the shares of Holdco in favor of the adoption of this Agreement. Holdco will vote all of the shares of Merger Sub in favor of the adoption of this Agreement.
Subsidiary Compliance. The Agents and Lenders acknowledge and agree that, although the Borrower or any Loan Party may have a majority equity interest in any Subsidiary that is not wholly-owned by the Borrower or any Loan Party, if the Borrower or Loan Party does not have the voting power, either as an owner or party appointing members of a governing board of such Subsidiary, so as to give the Borrower or Loan Party Control of such Subsidiary with regard to an action of such Subsidiary so as to compel, or such that it could compel, such Subsidiary to take an action or not take an action for such Subsidiary (any such Subsidiary, a “Non-Controlled Subsidiary”) to comply with any of the sections of the Agreement listed on Schedule 1.08, the failure of the Subsidiary to take such action or not take an action to comply with any of the sections of the Agreement listed in Schedule 1.08 shall not constitute a Default or an Event of Default thereunder, provided the Borrower or Loan Party uses its reasonable efforts to cause the Subsidiary to comply with the applicable section of the Agreement; provided, that (i) the compliance or non-compliance by any non-wholly-owned Subsidiary with respect to any provision of this Agreement other than the sections listed in Schedule 1.08 shall not be subject to this Section 1.08 and (ii) this Section 1.08 shall in no way modify the requirements of the Borrower under Section 7.11.
Subsidiary Compliance. The Company hereby agrees that it shall exercise all voting and other rights and powers available to it to cause each of its Subsidiaries to comply with any and all limitations and restrictions contained in the Articles of Association of the Company relating to the conduct of its business and actions of its Board of Directors.
Subsidiary Compliance. TWC shall cause the TWC Entities (i) to comply with and be bound by the provisions of this Agreement and (ii) to execute such agreements or take such other actions that are necessary or appropriate to carry out the intent of Section 10. WCG shall cause the Company (x) to comply with and be bound by the provisions of this Agreement and (y) to execute such agreements or take such other actions that are necessary or appropriate to carry out the intent of Section 10.
