Support; Definitive Documentation Sample Clauses

Support; Definitive Documentation. The Creditor Trust hereby agrees to (i) work with the Company to support and facilitate the Transaction, (ii) approve or vote in favor of the Transaction, (iii) vote against any action, proposal, transaction or agreement (A) that would result in a breach in any respect of any representation, warranty, covenant, obligation or agreement of the Company contained in the Merger Agreement, (B) in competition with or materially inconsistent with the Merger Agreement, (C) any amendment of the organizational documents of the Company (other than the Seventh Amended and Restated Memorandum of Association and Articles of Association in substantially the form attached hereto as Exhibit B) that would be materially inconsistent with the Transaction, (D) any change in the Company’s corporate structure or business that would be materially inconsistent with the Transaction, or (E) any other action or proposal involving the Company and/or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transaction in any material respect or would reasonably be expected to result in any of the Company’s closing conditions or obligations under the Merger Agreement not being satisfied, and (iv) promptly execute the definitive documents, agreements and filings (including with applicable governmental authorities) related to the Transaction (collectively, the “Definitive Documentation”) reasonably required to be executed by the Creditor Trust in furtherance of the Transaction, including (as applicable) the conversion or exchange of Claims (as defined below) into Acquiror common shares and the lockup agreement set forth in the IOI. The Creditor Trust hereby irrevocably constitutes and appoints the Company, with full power of substitution and re- substitution, as the Creditor Trust’s proxy with (as applicable) the power to vote, in its name, place and stead, each of the Creditor Trust’s shares, loans, claims or other interests related to the Company and/or any of its subsidiaries (each, a “Claim”) in connection with the Transaction, and the right to sign its name to the Definitive Documentation to the extent necessary. Such proxy and power of attorney shall be irrevocable except as otherwise set forth in this Agreement, deemed to be given to secure a proprietary interest of the donee of the power of performance of an obligation owed to the donee from the date such proxy is granted until the termina...
Sample 1
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Support; Definitive Documentation. Season Smart hereby agrees to (i) approve or vote in favor of the Transaction, (ii) to the extent its vote is required under the Restructuring Agreement (as defined below) or Company M&AA (as defined below) or applicable laws only, vote against any action, proposal, transaction or agreement (A) that would result in a breach in any respect of any representation, warranty, covenant, obligation or agreement of the Company contained in the Merger Agreement, (B) in competition with or materially inconsistent with the Merger Agreement, (C) any amendment of the certificate of incorporation or bylaws of the Company (other than the Seventh Amended and Restated Memorandum of Association and Articles of Association of the Company in substantially the form attached hereto as Exhibit E), or (D) any other action or proposal involving the Company and/or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transaction in any material respect or would reasonably be expected to result in any of the Company’s closing conditions or obligations under the Merger Agreement not being satisfied, provided that any action, proposal, transaction or agreement presented to Season Smart by the Company shall be deemed not to be an action, proposal, transaction or agreement falling within this paragraph (ii), and (iii) promptly execute the definitive documents, agreements and filings (including with applicable governmental authorities) related to the Transaction as set out in Exhibit D (collectively, the “Definitive Documentation”) being that reasonably required to be executed by Season Smart in furtherance of the Transaction, including (as applicable) the conversion or exchange of Season Smart's shares in the Company and/or any of its subsidiaries (each, a “Claim”) into Acquiror common stock and the lockup agreement attached as Exhibit B, in each case solely if:
Sample 1

Related to Support; Definitive Documentation

  • Definitive Documentation (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) shall include:

  • Definitive Documents 3.01. The Definitive Documents governing the Restructuring Transactions shall include the following:

  • Entry into a Material Definitive Agreement Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party. Examples: servicing agreement, custodial agreement. Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus Depositor

  • Definitive Agreements We are prepared to promptly negotiate and finalize definitive agreements (the “Definitive Agreements”) providing for the Acquisition and related transactions. These documents will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.

  • Definitive Agreement Customer’s substitution right and Boeing obligation in this Letter Agreement are further conditioned upon Customer and Boeing’s executing a definitive agreement for the purchase of the Substitute Aircraft within thirty (30) days of Customer’s substitution notice to Boeing or of Customer’s acceptance of an alternate delivery month in accordance with paragraph 2 above.

  • Termination of a Material Definitive Agreement Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party. Examples: servicing agreement, custodial agreement. Depositor

  • Replacement Documents Upon receipt of an affidavit of an officer of Lender as to the loss, theft, destruction or mutilation of the Note or any other Loan Document which is not of public record, and, in the case of any such mutilation, upon surrender and cancellation of such Note or other Loan Document, Borrower will issue, in lieu thereof, a replacement Note or other Loan Document, dated the date of such lost, stolen, destroyed or mutilated Note or other Loan Document in the same principal amount thereof and otherwise of like tenor.

  • Supporting Documentation Property Manager shall maintain and make available at Property Manager’s office at the address set forth in Section 18, or at the office of any local property manager or leasing company to whom Property Manager may have subcontracted its duties hereunder or at the Property, copies of the following: (a) all bank statements and bank reconciliations; (b) detailed cash receipts and disbursement records; (c) rent roll of tenants; and (d) paid invoices (or copies thereof); Property Manager shall deliver a copy of the documents described above to Company upon written request.

  • Closing Documentation The Buyer shall have received the following documents, agreements and instruments from the Seller:

  • Restricted Definitive Securities to Unrestricted Definitive Securities Any Restricted Definitive Security may be exchanged by the Holder thereof for an Unrestricted Definitive Security or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Security if:

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