Transaction Support. At or prior to the Adviser Merger Effective Time, ACM shall deposit, or cause to be deposited, with the Exchange Agent cash in an amount necessary to pay the Parent External Adviser Cash Consideration in accordance with the terms and conditions set forth in the Merger Agreement and, following the Adviser Merger Effective Time, the Exchange Agent shall pay the Parent External Adviser Cash Consideration in accordance with such terms and conditions. Nothing in this letter shall be deemed to limit ACM’s obligations under Sections 2.2(a)(ii)(B) or 2.3(a)(iii) of the Merger Agreement.
Transaction Support. During the Support Period, subject to the terms and conditions hereof, each Consenting Creditor agrees, severally and not jointly, with respect to all Claims held, that it shall:
(i) use commercially reasonable efforts to support and, at the Company’s sole expense, take all commercially reasonable actions necessary or reasonably requested by the Company to facilitate the consummation of the Transaction in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement and the Term Sheet; provided, however, that any payment by the Company pursuant to this clause (i) shall be limited to the reasonable, documented fees and expenses of the Ad Hoc Group Advisors in connection with such actions;
(ii) negotiate in good faith the applicable Definitive Documents consistent with the terms of this Agreement and Consistent in all Material Respects with the Term Sheet;
(iii) use commercially reasonable best efforts to obtain additional support for the Transaction (in the form of Joinder Agreements) from holders of Creditor Claims that are not Consenting Creditors as is necessary for purposes of satisfying the Consent Threshold;
(iv) not direct the Agent or Trustees, as the case may be, to take any action nor solicit, encourage, or support any other person to take any action inconsistent with such Consenting Creditor’s obligations under this Agreement;
(v) give any notice, order, instruction, or direction to the Agent or Trustees necessary to give effect to the Transaction;
(vi) (A) not take any action, directly or indirectly, that would reasonably be expected to prevent, interfere with, materially delay, or impede, the consummation of the Transaction; (B) not directly or indirectly propose, file, support, vote for, consent to, or take any other action in furtherance of the negotiation or formulation of any Alternative Transaction; and (C) not, nor direct any other person to, take any action that would, or would reasonably be expected to, breach this Agreement, or object to, or materially and intentionally delay, or take any other negative action, directly or indirectly, to interfere with the implementation of the Transaction; and
(vii) not, and shall not direct any other person to, exercise any right or remedy for the enforcement, collection, or recovery of any of the Creditor Claims against the Company, including in connection with any payment obligations of the Company under the Existing Funded Debt Documents that come due during the Suppo...
Transaction Support. The Service for information assistance with buying procedure between Customer and Store, include order assistance, delivery options, initial payment and support centre.
Transaction Support. During the Support Period, subject to the terms and conditions hereof, the Consenting Sponsor agrees that it shall:
(i) use commercially reasonable efforts to support and, at the Company’s sole expense, take all commercially reasonable actions necessary or reasonably requested by the Company to facilitate the consummation of the Transaction in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement (including the Term Sheet);
(ii) negotiate in good faith the applicable Definitive Documents consistent with the terms of this Agreement and Consistent in all Material Respects with the Term Sheet;
(iii) not take any action nor solicit, encourage, or support any other person to take any action inconsistent with the Consenting Sponsor’s obligations under this Agreement; and
(iv) (A) not take any action, directly or indirectly, that would reasonably be expected to prevent, interfere with, materially delay, or impede, the consummation of the Transaction; (B) not directly or indirectly propose, file, support, vote for, consent to, or take any other action in furtherance of the negotiation or formulation of any Alternative Transaction; and (C) not, nor direct any other person to, take any action that would, or would reasonably be expected to, breach this Agreement, or object to, or materially and intentionally delay, or take any other negative action, directly or indirectly, to interfere with the implementation of the Transaction.
Transaction Support. During the Support Period, subject to the terms and conditions of this Agreement, the Company agrees that it shall:
(i) support and take all commercially reasonable actions necessary or reasonably requested by the Consenting Creditors or the Consenting Sponsor to support the Transaction and to act in good faith and take all reasonable actions necessary to implement and consummate the Transaction in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement (including the Term Sheet and the other Definitive Documents, as applicable);
(ii) implement and consummate the Transaction in a timely manner and take any and all commercially reasonable efforts in furtherance of the Transaction, as contemplated under this Agreement; provided that the Company shall not consummate the Transaction unless and until all of the conditions to the effectiveness thereof set forth herein and/or in the Term Sheet have been satisfied (or will be satisfied contemporaneously with the consummation of the Transaction) or waived by the Consenting Creditors in accordance with Section 15 hereof;
(iii) negotiate in good faith the applicable Definitive Documents consistent with the terms of this Agreement and Consistent in all Material Respects with the Term Sheet;
(iv) utilize best efforts to provide the Ad Hoc Group Advisors, on a professional eyes’ only basis and subject to “clean team” restrictions reasonably acceptable to the Company, with information and documentation responsive to all diligence requests determined by the Ad Hoc Group Advisors (in consultation with the Requisite Consenting Creditors) to be necessary or advisable to consummate the Transaction (the “Diligence Requests”) within three (3) Business Days of receipt by the Company or its advisors of such Diligence Requests; which responses shall be in form and substance acceptable to the Ad Hoc Group Advisors (in consultation with the Requisite Consenting Creditors); provided, however, that (a) the Company shall have two (2) days after the Ad Hoc Group Advisors transmits a written notice (email being sufficient) in accordance with Section 23 hereof informing the Company that any response to any Diligence Requests is not acceptable to the Ad Hoc Group Advisors (in reasonable detail as to the deficiency of such Company response) to supplement the Company’s response to such Diligence Requests to the satisfaction of the Ad Hoc Group Advisors, (b) no information or documentation provided by the C...
Transaction Support. During the Support Period, subject to the terms and conditions of this Agreement, including without limitation Section 9, the Company (or in the case of Sections 4(a)(iv)(B) and 4(a)(iv)(C), SMLP) agrees that it shall:
(i) support and take all commercially reasonable actions necessary or reasonably requested by the Requisite Directing Lenders to support the Transaction and to act in good faith and take all reasonable actions necessary to implement and consummate the Transaction in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement and the Term Sheet and the other Definitive Documents, as applicable;
Transaction Support. During the period from and including the Consent Effective Date through and including the termination of the Transaction Support Agreement (the “Support Period”), subject to the terms and conditions hereof, the undersigned Transaction Consenting Lender agrees, with respect to all claims held, that it shall:
(i) (A) not take any action, directly or indirectly, that would reasonably be expected to prevent, interfere with, materially delay, or impede, the consummation of the Transaction; (B) not directly or indirectly propose, file, support, vote for, consent to, or take any other action in furtherance of the negotiation or formulation of any Alternative Transaction; and (C) not take, nor direct any other person to take, any action that would, or would reasonably be expected to, breach this Agreement, or object to, or materially and intentionally delay, or take any other negative action, directly or indirectly, to interfere with the implementation of the Transaction; and
(ii) not exercise, and shall not direct any other person to, exercise any right or remedy for the enforcement, collection, or recovery of any of the Term Loan Claims against the Company, including in connection with any payment obligations of the Company under the Credit Agreement that come due during the Support Period, other than in accordance with this Agreement and/or the Definitive Documents; provided, however, that nothing in this clause (ii) shall require the Transaction Consenting Lenders to waive any Default or Event of Default or any of the obligations arising under the Loan Documents; provided, further, that no party to this Agreement shall request that the Term Loan Agent exercise rights or remedies under or with respect to the Credit Agreement or the other Loan Documents during the Support Period to the extent inconsistent with this Agreement.
Transaction Support. (a) To induce Essex to pursue a Bid that includes an assumption of the Minimum Amount by Essex or its affiliate, the Xxxxx Parties shall (a) reasonably support the Bid (and any amended or modified Bid provided it includes assumption of at least the Minimum Amount and does not, in the Xxxxx Parties reasonable discretion, contain additional terms or changes which are materially adverse to the Xxxxx Parties); (b) not permit the assumption of any of the indebtedness under the Loan Agreement by any third party; (c) not object, on any grounds, to the motion or motions for approval (a “Sale Motion”) of any asset purchase agreement with respect to the Bid; and (d) not agree to, consent to, provide any support to, participate in the formulation of or seek Bankruptcy Court approval of, and use commercially reasonable efforts, at Essex’s cost and expense, to oppose (i) any sale of the assets and/or stock of Coast (whether such sale is implemented pursuant to Section 363 of the Bankruptcy Code, a Chapter 11 plan or otherwise), (ii) a plan of reorganization in respect of Coast or (iii) a liquidation (either under chapter 7 or chapter 11 of the Bankruptcy Code) in respect of Coast, other than the transaction contemplated by the Bid; provided, however, that if at any time after the date hereof, a Qualified Alternative Bid is received by Coast that provides for the cash payment of 100% of the obligations under the Loan Agreement, the Xxxxx Parties shall be permitted to withdraw their support for the Bid and support such other bid. If the Xxxxx Parties’ performance of their obligations under this paragraph 2 are reasonably likely to violate the Xxxxx Parties’ obligations under that certain Intercreditor and Subordination Agreement, dated May 18, 2007 (as amended, the “Intercreditor Agreement”), the Xxxxx Parties shall not be required to perform the specific obligation which may result in violation. Essex hereby agrees to indemnify the Xxxxx Parties for any losses, claims, damages, liabilities and costs and expenses to which the Xxxxx Parties may become subject in connection with performance of its obligations under this Section 2(a).
(b) In consideration for the transaction support described in Section 2(a) above: (x) in the event that Essex or any of its affiliates consummates the acquisition of substantially all of the assets of Coast (regardless of the form of such acquisition), at the time contemplated in Section 1(b), Essex shall provide the following to the Xxxxx Par...
Transaction Support. The Major Shareholders will continue to provide, as may be requested by the Company, for fair, reasonable, and market consideration, support with regard to any material transactions for which they are providing support to the Company as of the date hereof. This support will be limited to those areas where one or more of the Major Shareholders possesses proprietary knowledge regarding such transaction which would make substitution by a third party service firm impractical. The Major Shareholders shall provide such support as long as either Xxx Xxxxxxxx or Xxxxxxx Xxxxxx serves on the Company’s Board of Directors or, if later, October 31, 2006. The Company and the Major Shareholders shall work in good faith to agree on the transactions and areas of support referenced in this Section 4 promptly after the date hereof. All information developed in connection with such past and continuing support shall be the property of the Company, shall be subject to the Nondisclosure Agreements dated the date hereof between the Company and each of the Major Shareholders (the “Nondisclosure Agreements”), and shall be returned to the Company or destroyed by the Major Shareholders upon completion of the work, except as set forth in the Nondisclosure Agreements.
Transaction Support. A. Seller and Buyer understand that in the commercial vehicle and bus industries, suppliers are often required to provide incentives, extended warranties, or rebates to truck end-customers and/or dealers to persuade the customer and/or dealer to specify the supplier’s product(s) in lieu of competitive supplier products, which practice is defined as “Transaction Support”. Transaction Support is paid by the Seller using several approaches, including 1) through the bus OEM, 2) through the OEM dealer, and/or 3) directly to the end-customer.
B. Seller and Xxxxx also understand that Customers typically interpret Transaction Support to be a commitment between the product supplier and the Customer that is independent of which bus OEM brand the Customer selects for their purchase.
C. Seller understands Customer’s strategic preference for other bus components that may not include Seller’s Product offering.
D. If Seller provides Transaction Support to a Customer for multiple components when ordering a competitor’s vehicle, and Buyer does not wish to include all of Seller’s components in a proposal to the Customer, then Seller will offer the same or dollar-value adjusted Transaction Support to the Customer when ordering vehicles supplied by the Buyer with less than all of the multiple components in question. For example, if Seller offers a Customer a $500 rebate for ordering a vehicle from Brand A that includes Seller’s Product A, B, and C, and Buyer does not offer Seller’s Product C to this Customer, then the Seller will offer such Customer a $500 rebate for ordering a vehicle from Buyer or will adjust the rebate to reflect the reduction in dollar value for the exclusion of Product C.
