Action by the Buyer. From the date hereof until the Closing, the Buyer will use commercially reasonable efforts, and the Seller will reasonably cooperate with the Buyer, to secure all Consents, from third parties as shall be required, on behalf of the Buyer, in order to enable the Buyer to effect the transactions contemplated hereby and by the Supply Agreement, the Note, the Security Agreement and the Press Note, and the Buyer will otherwise use its commercially reasonable efforts to cause the consummation of such transactions in accordance with the terms and conditions hereof and thereof. The Buyer will use best efforts to satisfy the conditions of the borrowing set forth in the Commitment Letters or, if such conditions are not satisfied and such borrowing does not occur, to obtain, as promptly as practicable, alternative financing upon substantially similar terms.
Action by the Buyer. From the date hereof until the Closing, the Buyer will use commercially reasonable efforts, and the Seller will cooperate with the Buyer, to secure all Consents from third parties as shall be required, on behalf of the Buyer, in order to enable the Buyer to effect the transactions contemplated hereby and by the other Transaction Documents, and the Buyer will otherwise use its commercially reasonable efforts to cause the consummation of such transactions in accordance with the terms and conditions hereof and thereof.
Action by the Buyer. The Buyer, acting through its Board of Directors, shall, as soon as practicable, take all actions necessary to obtain stockholder approval in accordance with the Delaware General Corporation Law and the Securities Exchange Act by: (A) as soon as practicable, duly call, give notice of, convene and hold the Special Buyer Meeting for the purpose of adopting and approving this Agreement, the Merger Agreement and the Merger; (B) include in the Definitive Buyer Proxy Materials the conclusion and recommendation of the Board of Directors to the effect that the Board of Directors, having determined that this Agreement, the Merger Agreement and the Merger are in the best interests of the Buyer and its stockholders, has approved this Agreement, the Merger Agreement and the Merger and recommends that the stockholders of the Buyer vote in favor of the approval and adoption of this Agreement, the Merger Agreement and the Merger; (C) use its reasonable best efforts to obtain the necessary approval and adoption of this Agreement, the Merger Agreement and the Merger by the stockholders of the Buyer; and (D) as sole stockholder of the Transitory Subsidiary, shall adopt and approve this Agreement, the Merger Agreement and the Merger.
Action by the Buyer. At the Closing the Buyer will (i) pay the Purchase Price as provided in Section 2.2 and (ii) deliver to the Selling Parties such instruments of assumption to evidence the assumption by the Buyer pursuant to Section 3.1(b) of the Assumed Contracts.
Action by the Buyer. Subject to the terms and conditions herein contained, on the Closing Date, the Buyer shall deliver to the Company (in addition to the documents and instruments to be delivered by it pursuant to Articles 3 and 9 hereof):
