Other Transaction Agreements. The Representatives shall have received duly executed copies of the Other Transaction Agreements.
Other Transaction Agreements. Each of the Company and the Investor shall duly execute and deliver at the Closing the Investor Agreement and the Registration Rights Agreement.
Other Transaction Agreements. The Separation Agreement, the Financial Advisory Agreement and the Registration Rights Agreement shall have each been executed and delivered by the parties thereto (other than the Purchasers and TCR) and remain in full force and effect. The Company shall not have agreed to any amendment of, or waived any of its rights under, the Separation Agreement. 3.2
Other Transaction Agreements. Seller and its Subsidiaries shall have executed and delivered the IPMA, the Manufacturing Trademark License Agreement and Transition Services Agreement, as applicable, and such agreements shall be in full force and effect.
Other Transaction Agreements. Each of the Contribution Agreements, Contract Assignments, and the other Transaction Agreements required to be executed and delivered pursuant to this Agreement at or prior to such Closing, shall have been executed and delivered by the parties thereto (other than the EL Entities and their Affiliates), shall be in full force and effect (assuming the execution and delivery thereof by the EL Entities and their Affiliates as may be party thereto) and no default shall have occurred under any of them. With respect to the Initial Closing, the consummation of the transactions contemplated by each of the foregoing other Transaction Agreements to be consummated at the Initial Closing shall have occurred simultaneously with the Initial Closing hereunder (including, without limitation, the transactions contemplated by the Common Investment Agreement, the Contract Assignments and each of the applicable Contribution Agreements). With respect to each Subsequent Closing, the consummation of the transactions contemplated by each of the foregoing other Transaction Agreements to be consummated at such Subsequent Closing shall have occurred simultaneously with such Subsequent Closing hereunder (including, without limitation, the transactions contemplated by each of the applicable Contribution Agreements).
Other Transaction Agreements. Parent represents and warrants as of the date hereof that it has not entered into any Contract with the Company or its Subsidiaries necessary for the Closing relating to the Merger, other than the agreements listed in its letter to the Stockholder dated as of the date hereof. Parent agrees that it shall not enter into any amendment to the Merger Agreement that is materially adverse to the Stockholders, in each case, without first receiving prior written consent of the Stockholders holding a majority of the Common Stock subject to this Agreement and the Other Voting Agreements, on a combined basis. For purposes of this Section 3.5, any decrease in the per-share Merger Consideration (other reductions to the Contingent Payment Rights pursuant to the terms thereof) shall be deemed to be materially adverse to the Stockholder.
Other Transaction Agreements. Subject to the terms and conditions of this Agreement, at or prior to the Distribution Time, each of the Generico Parties and the Alpha Parties shall execute and deliver the Transaction Agreements not previously executed and delivered.
Other Transaction Agreements. Notwithstanding anything to the contrary, nothing in this agreement shall modify or affect the rights, obligations, indemnities, and limitations of the parties under the other Transaction Agreements with respect to the matters addressed therein.
Other Transaction Agreements. At or before the Closing, Seller (or an Affiliate of Seller to which Seller has assigned its Obligations under this Agreement in accordance with Section 13.06), and Parent or Buyer (or an Affiliate of Parent or Buyer, respectively, to which Parent or Buyer, respectively, has assigned its Obligations under this Agreement in accordance with Section 13.06) shall execute and deliver:
Other Transaction Agreements. As of the date hereof, the Purchaser represents and warrants that it has not entered into any Contract with the Company or its Subsidiaries necessary for closing relating to the Merger other than the agreements listed in its letter to the Consenting Holders dated as of the date hereof. The Purchaser agrees that it shall not enter into any amendment to the Merger Agreement that is materially adverse to the Consenting Holders without first receiving prior written consent of the Holder Representative, acting on the instructions of Consenting Holders holding at least two-thirds in principal amount of the Notes; provided, that for the avoidance of doubt, the waiver of a closing condition in the Merger Agreement is not an amendment. For purposes of this Section 4.2, any increase in the per-share Merger Consideration or any amendment that would reasonably be expected to reduce the aggregate consideration to be received by the Consenting Holders in the transactions contemplated by this Agreement and the Merger Agreement shall be deemed to be materially adverse to the Consenting Holders.
