Cash and Marketable Securities. To the extent requested by Parent, the Company shall, and shall cause the Company Group to, use reasonable best efforts to sell the securities set forth on Section 6.22 of the Company Disclosure Letter and any similar securities then owned by the Company Group reasonably proximate to the Closing Date so as to permit the net proceeds of such sale to be used by or at the direction of the Buyer Parties as a potential partial source for the payments contemplated by this Agreement, including the payment of expenses in connection with the transactions contemplated by this Agreement.
Cash and Marketable Securities. To the extent requested by Buyer and subject to the reasonable operational requirements of the Company and its Subsidiaries, the Company and its Subsidiaries shall, at Buyer’s expense, cooperate in good faith (a) to sell the marketable securities then owned by the Company and its Subsidiaries reasonably proximate to the Closing Date, (b) to repatriate cash to the United States to the extent permitted by Law and (c) so as to permit Buyer and/or the Company to use the Company’s cash at Closing as a potential source for the payments contemplated by this Agreement or expenses payable in connection with the Closing.
Cash and Marketable Securities. To the extent requested by the Parent, the Company and its Subsidiaries shall cooperate in good faith and use reasonable efforts, to the extent permitted by Law and subject to the reasonable operational requirements of the Company and its Subsidiaries, to (a) repatriate cash, as requested by the Parent, to the United States, the Cayman Islands and/or Brazil (including by direct or indirect transfers of cash, dividends or intercompany loans), in as tax- and cost-efficient manner as reasonably practicable, with a view to maximizing the amount of the Company’s cash held in the United States, the Cayman Islands and/or Brazil on the Closing Date, and (b) sell, in as tax- and cost-efficient manner as reasonably practicable, such amount and type of the marketable securities then owned by the Company and its Subsidiaries, in each case with effect as of a date reasonably proximate to the Closing Date.
Cash and Marketable Securities. To the extent requested by the Parent, the Company and its Subsidiaries shall cooperate in good faith and use their reasonable best efforts, to the extent permitted by Law and subject to the reasonable operational requirements of the Company and its Subsidiaries, to (a) repatriate cash, as requested by the Parent, to the United States and/or to the United Kingdom (including by direct or indirect transfers of cash, dividends or intercompany loans), in as tax- and cost-efficient manner as reasonably practicable, with a view to maximizing the amount of the Company’s cash held in the United States and the United Kingdom on the Closing Date, and (b) sell, in as tax- and cost-efficient manner as reasonably practicable, such amount and type of the marketable securities then owned by the Company and its Subsidiaries, in each case with effect as of a date reasonably proximate to the Closing Date.
Cash and Marketable Securities. All cash, cash equivalents, bank accounts, negotiable instruments and marketable securities of the Sellers;
Cash and Marketable Securities. To the extent reasonably requested by Parent, the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to sell any marketable securities then owned by the Company or any of its Subsidiaries reasonably proximate to the Closing Date so as to permit the net proceeds of such sale to be used by or at the direction of Parent or Merger Sub as a potential partial source for the payments contemplated by this Agreement, including the payment of expenses in connection with the transactions contemplated by this Agreement; except that no sale will be required to be made unless and until all of the conditions to the Merger set forth in Section 7.1, Section 7.2, and Section 7.3 have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions at the Closing), and Parent has irrevocably confirmed and agreed in writing that it acknowledges satisfaction or waiver of all of the conditions to the Merger set forth in Section 7.1, Section 7.2 and Section 7.3 (other than those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) and it is ready, willing and able to consummate the Closing.
Cash and Marketable Securities. All cash, deposit accounts, cash equivalents and marketable securities of Seller as of the Closing Date.
Cash and Marketable Securities. Subject to the limitations set forth in Section 8.1(p), Buyer consents to the distribution of book cash and marketable securities owned by the Companies to the Sellers between the date hereof and the Closing Date.
Cash and Marketable Securities. At the reasonable request of Parent, the Company and its Subsidiaries shall use commercially reasonable efforts to sell the securities set forth on Section 6.21 of the Company Disclosure Letter and any similar securities then owned by the Company and its Subsidiaries reasonably proximate to the Closing Date so as to permit the net proceeds of such sale to be used by or at the direction of the Parent as a potential partial source for the payments contemplated by this Agreement, including the payment of expenses in connection with the transactions contemplated by this Agreement or payments in respect of Company Equity Awards under Article II; provided, that Parent shall, or shall cause the Guarantors to, in the event the Closing shall not occur, promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with the sales contemplated by this Section 6.21 (the “Sale Reimbursement Obligations”, together with the Reimbursement Obligations, the “Parent Reimbursement Obligations”).
Cash and Marketable Securities. All cash, cash equivalents, marketable ------------------------------ securities, bank accounts, notes receivables, advances due from employees and the like owned by Controls (all such items are collectively referred to as the "Cash Equivalents"). Schedule 2.01(c) lists the bank accounts of Controls (including the Controls' bank account maintained in Parsippany, New Jersey, which account and the balance contained therein at closing is being sold to Buyer pursuant to this Agreement) and balances thereof as of the date indicated thereon. The balance in the bank accounts of Controls at closing is a component that may result in an adjustment in the purchase price as hereinafter provided in Section 4.03.
