Action by Parent. Parent shall not agree to waive, in whole or in part, any of the conditions to the Closing set forth in Section 9.1 or Section 9.3 unless the Parent Board has received the recommendation and prior approval of the Special Committee to grant any such waiver.
Action by Parent. Parent, as the sole stockholder of AcquisitionCo, shall take such actions as may be necessary to approve the Merger and adopt this Agreement as required by the certificate of incorporation and bylaws of AcquisitionCo and the DGCL.
Action by Parent. All actions to be taken by Parent hereunder shall ---------------- be taken by, or pursuant to authority granted by a committee of the Board of Directors of Parent comprised of one or more members who were not prior to the Effective Time affiliated with the Company or affiliates of the Company and who are not Stockholders.
Action by Parent. Parent shall take such actions, as the sole stockholder of Mergerco, as may be necessary to approve the Merger and adopt this Agreement under the ABCA.
Action by Parent. 35 7.4 Investigation of the Company by Parent.......................................35 7.5 Preserve Accuracy of Representations and Warranties..........................35 7.6 Conduct of Business Prior to the Effective Time..............................35 7.7 Notification by the Company of Certain Matters...............................37 7.8 Mutual Cooperation; Reasonable Best Efforts..................................37 7.9
Action by Parent. Parent may, and shall at the Company’s reasonable request, take any action, legal or otherwise, to halt or otherwise in connection with any infringement of Parent’s or the Company’s rights to the Licensed Marks. Parent may require the Company to lend its name to such proceedings and provide reasonable assistance. The Company may, with the prior written consent of Parent (or without the prior written consent of Parent if Parent does not initiate proceedings or otherwise take action within ninety (90) days after the Company’s written request to Parent), initiate proceedings or otherwise take action with respect to any unauthorized use of the Licensed Marks (at Parent’s cost); provided that the Company keeps Parent fully and promptly informed of the conduct and progress of such action or proceedings; and provided, further, that the Company shall not conduct any settlement negotiations or take any step to terminate such proceedings without Parent’s prior written consent. Any damages or settlement amounts recovered for the Licensed Marks in any such action or proceeding shall first be used to reimburse each party hereto for their respective costs incurred in the enforcement action, and then shall belong solely and exclusively to the party that initiated such enforcement action, provided that any amounts recovered with respect to an action initiated by Parent at the Company’s request with respect to the Territory shall belong to the Company.
Action by Parent. Parent, as the sole stockholder of Merger Sub, shall take such actions as may be necessary to approve the Company Merger and adopt this Agreement.
Action by Parent. Parent, as the sole shareholder of Sub, shall take such actions as may be necessary to approve the Merger and this Agreement as required by the NCBCA.
Action by Parent. Parent, as the sole shareholder of Acquisition, shall take such actions as may be necessary to approve the Merger and this Agreement as required by the IBCL.
Action by Parent. Parent, as the sole shareholder of Mergerco, shall take such actions as may be necessary to approve the Merger and this Agreement as required by the WBCA.
