Target Obligations. From time to time during the period commencing upon the ------------------- effectiveness of the Registration Statement and ending upon the earlier of (x) such time as the Buyer may freely sell the Target Shares held by it without registration and without regard to volume or mariner of sale, or (y) such time as the Buyer shall have advised the Target in writing that it has completed its resale of the Target Shares held by it (the 'Resale Period),the Target shall do ---------------- the following:
(A) Prepare and deliver to the Buyer as many copies of the Prospectus (as hereafter defined) as the Buyer may reasonably request;
(B) Use its reasonable efforts to comply with all requirements imposed upon it by the Securities Act, by the Securities Exchange Act, and by the undertakings in the Registration Statement so far as is necessary to permit the continuance of resales of Target Shares by the Buyer to the public, free and clear of any restrictions under the Securities Act except for prospectus delivery requirements. If, at any time during the Resale Period, an event shall occur which makes it necessary to amend or supplement the Registration Statement or the Prospectus to comply with law or with the rules and regulations of the SEC, the Target shall promptly notify the Buyer of the proposed amendment or supplement and promptly prepare and furnish to the Buyer such nurnber of copies of an NSD DOCS\194.8 [W97] amended or supplemented Registration Statement or Prospectus that complies with law and with such rules and regulations as the Buyer may reasonably request. The Buyer shall suspend its sales of Target Shares pending the preparation and delivery of such amendment or supplement and until such time as each such amendment or amendments to the Registration Statement have been declared effective by the SEC. The Target authorizes the Buyer, and any brokers or dealers effecting sales of the Target Shares for the account of the Buyer, to use the Prospectus, as from time to time amended or supplemented, in connection with the sale of the Target Shares in accordance with applicable provisions of the Securities Act and state securities laws. For purposes of this Agreement, the term 'Prospectus"means the final prospectus relating to the Target Shares ------------ most recently included in the Registration Statementor filed by the Target --------- pursuant to Rule 424 of the Securities Act and any amendments or supplements thereto filed by the Target pursuant to Rule ...
Target Obligations. The Buyer shall cause the Target to pay its obligations after the Closing Date in the Target's ordinary course of business, except to the extent such obligations are disputed in good faith. Without limiting the foregoing: (i) the Buyer shall cause the Target to pay the Target Transaction Costs on the Closing Date; and (ii) on the Closing Date, the Buyer shall issue the SAR Conversion Shares to participants in the Target SAR Plan in accordance with the terms of the Target SAR Plan, in satisfaction of the Target's obligations pursuant to the Target SAR Plan.
Target Obligations. To the extent that any provision of the Scheme or this Scheme Plan imposes any obligation on Target that continues or arises after the implementation of the Scheme, such obligation may instead be performed by any successor or related company of Target in which case the obligation will be satisfied as if performed by Target.
Target Obligations. From time to time during the period commencing upon the effectiveness of the Registration Statement and ending upon the earlier of (x) such time as the Buyer may freely sell the Target Shares held by it without registration and without regard to volume or manner of sale, or (y) such time as the Buyer shall have advised the Target in writing that it has completed its resale of the Target Shares held by it (the "RESALE PERIOD"), the Target shall do the following:
(A) Prepare and deliver to the Buyer as many copies of the Prospectus (as hereafter defined) as the Buyer may reasonably request;
(B) Use its reasonable efforts to comply with all requirements imposed upon it by the Securities Act, by the Securities Exchange Act, and by the undertakings in the Registration Statement so far as is necessary to permit the continuance of resales of Target Shares by the Buyer to the public, free and clear of any restrictions under the Securities Act except for prospectus delivery requirements. If, at any time during the Resale Period, an event shall occur which makes it necessary to amend or supplement the Registration Statement or the Prospectus to comply with law or with the rules and regulations of the SEC, the Target shall promptly notify the Buyer of the proposed amendment or supplement and promptly prepare and furnish to the Buyer such number of copies of an amended or supplemented Registration Statement or Prospectus that
Target Obligations
