Commitment of the Company Sample Clauses
Commitment of the Company. 10.1 In the event that the consent, permission, waiver, authorization of any third party or the approval, license, waiver or registration or filing with any governmental agency (if required by law) is required for the execution and performance of this Agreement and the Equity Pledge hereunder, the Company will use its best efforts to assist in obtaining and keeping it in full force and effect during the term of this Agreement.
10.2 The Company will not assist or permit the Pledgor to create any new pledge or any other security interest over the Pledged Equity Interests without the prior written consent of the Pledgee.
10.3 The Company will not assist or allow the pledgee to transfer the pledged equity without the prior written consent of the pledgee.
10.4 In the event of any legal action, arbitration or other request which may adversely affect the interests of the Company, the Pledged Equity Interests or the Pledgee under the Transaction Agreements and this Agreement, the Company warrants that it will notify the Pledgee as soon as practicable and in a timely manner in writing, and at the reasonable request of the Pledgee, will take all necessary measures to secure the Pledgee’s interest in the Pledged Equity Interests in the Pledged Equity Interests.
10.5 The Company shall not perform or permit any act or action that may adversely affect the Pledgor’s interests under the Transaction Agreement and this Agreement or the Pledged Equity Interests.
10.6 The Grantor will provide the Pledgor with the Company’s financial statements for the preceding calendar quarter, including (but not limited to) a balance sheet, an income statement and a cash flow statement, within the first month of each calendar quarter.
10.7 The Company undertakes to take all necessary measures and execute all necessary documents (including but not limited to the Supplemental Agreements to this Agreement) as reasonably requested by the Pledgor to ensure the Pledgor’s pledge interest in the Pledged Equity Interests and the exercise and realization of such rights.
10.8 In the event of any transfer of the Pledged Equity Interests as a result of the exercise of the Pledge Right hereunder, the Company undertakes to take all steps to effect such transfer.
Commitment of the Company. Subject to the Company’s fiduciary duties under applicable law and for so long as no Termination Event has occurred, the Company agrees to use its reasonable best efforts to (i) support and complete the Restructuring and all transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents; (ii) take any and all necessary and appropriate actions in furtherance of the Restructuring and the transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents; (iii) complete the Restructuring and all transactions contemplated under the Restructuring Term Sheet, the Plan and all other Plan Related Documents within any time-frames outlined in this Agreement, (iv) obtain any and all required governmental, regulatory and/or third-party approvals for the Restructuring; and (v) take no actions inconsistent with this Agreement, the Restructuring Term Sheet, or the confirmation and consummation of the Plan.
Commitment of the Company. Subject to its fiduciary duties as debtor in possession based upon advice of counsel, the Company agrees to use its best efforts to (i) support and complete the Restructuring and all transactions contemplated by the Plan, (ii) take any and all necessary and appropriate actions in furtherance of the Restructuring, (iii) complete the Restructuring and all transactions contemplated under the Plan within the time-frames outlined herein, including, without limitation, by promptly filing the Plan and taking all steps necessary and desirable to obtain an order of the Bankruptcy Court confirming the Plan and to close the Restructuring prior to the Outside Date, (iv) obtain any and all required regulatory and/or third-party approvals for the Restructuring, and (v) to not directly or indirectly seek, solicit, support, consent to, or participate in the negotiation or formulation of (x) any plan of reorganization, proposal, offer, dissolution, winding up, liquidation, reorganization, merger or restructuring for the Company other than the Plan, (y) any disposition of assets not specifically set forth in the Plan, or (z) any other action that is inconsistent with, or that would delay or obstruct the proposed solicitation, confirmation or consummation of, the Plan.
Commitment of the Company. Subject to Section 27, the Company agrees to use its best efforts to (i) support and complete the Restructuring and all transactions contemplated under the Plan, (ii) take any and all necessary and appropriate actions in furtherance of the Restructuring and the transactions contemplated under the Plan, (iii) complete the Restructuring and all transactions contemplated under the Plan within the time-frame outlined herein, including, without limitation, by filing the Plan and Disclosure Statement with the Bankruptcy Court no later than sixty (60) days after the Commencement Date and taking all steps which are required to obtain the Confirmation Order on or before March 15, 2011 and achieving the Effective Date prior to the Outside Date, (iv) obtain any and all required regulatory and/or third-party approvals for the Restructuring, and (v) take no actions inconsistent with this Plan Support Agreement, the Plan Term Sheet, or the expeditious confirmation and consummation of the Plan.
Commitment of the Company. Subject to the terms hereof, the Company shall and procure that CEDC Finance Corporation LLC shall:
(a) promptly execute a supplemental indenture to the Existing 2016 Notes Indenture effecting the Initial Amendments and, promptly following commencement of the Chapter 11 Cases, seeking Bankruptcy Court approval and assumption of the RTL Investment Agreement;
(b) comply with its obligations to RTL in the RTL Investment Agreement pursuant to the terms of that agreement and take any other necessary and appropriate actions in furtherance of the Restructuring, the Chapter 11 Plan and this Agreement;
(c) use commercially reasonable efforts to meet all Milestones;
(d) permit the disclosure of this Agreement, and the aggregate amount of Covered Claims held by the Plan Support Parties; provided, however, that the Parties shall not disclose the names of or individual claim amounts held by the Consenting 2016 Noteholders;
(e) consult with and solicit the views of the Plan Support Parties regarding the Company’s evaluation of any Alternative Restructuring; and
(f) promptly take all necessary action to convert any filing of the Company pursuant to Section 303 of the Bankruptcy Code to a voluntary filing; provided, however, that for the avoidance of doubt, nothing in this Agreement shall in any way amend or modify the Company’s or RTL’s rights and duties under the RTL Investment Agreement.
Commitment of the Company. Subject to the terms hereof, if the Company accedes to this Agreement in accordance with Section 10, the Company shall:
(a) amend the Chapter 11 Plan to be consistent with the terms set forth in the Term Sheet;
(b) take any and all necessary and appropriate actions in furtherance of the Restructuring, the Amended Plan and this Agreement (including, promptly following its accession to this Agreement, executing a supplemental indenture to the Existing 2016 Notes Indenture effecting the Initial Amendments and, promptly following commencement of the Chapter 11 Cases, seeking Bankruptcy Court approval and assumption of the RTL Investment Agreement);
(c) use commercially reasonable efforts to meet all Milestones;
(d) obtain any and all required regulatory and/or third-party approvals for the Restructuring;
(e) not take any actions inconsistent with the adoption and implementation of the Amended Plan and speedy confirmation thereof;
(f) not take, nor encourage any other person or entity to take, any action that directly or indirectly interferes with or delays the acceptance or implementation of the transactions contemplated under the Restructuring, including, without limitation, initiating or joining any legal proceeding or directly or indirectly negotiating or soliciting any Alternative Restructuring;
(g) permit the disclosure of this Agreement, and the aggregate amount of Covered Claims held by the Plan Support Parties; provided, however, that the Parties shall not disclose the names of or individual claim amounts held by the Consenting 2013 Noteholders; and
(h) consult with and solicit the views of the Consenting 2013 Noteholders regarding the Company’s evaluation of any Alternative Restructuring.
Commitment of the Company. (a) From the Agreement Effective Date until the occurrence of a Termination Date applicable to the Company, the Company Parties agree, and agree to cause any of their direct and indirect subsidiaries to:
(i) negotiate in good faith all Definitive Documents and take any and all necessary and appropriate actions in furtherance of the Restructuring Transaction, the Plan, and this Agreement, including, but not limited to, the timely filing of the Plan, the Disclosure Statement, and any other pleadings or documents necessary to obtain confirmation of the Plan and approval of the Disclosure Statement with the Bankruptcy Court, the submission of verified declarations and other customary evidence in support of confirmation of the Plan and approval of the Disclosure Statement, and making available any expert witnesses and key management of the Company for any and all proceedings involving the Plan and Disclosure Statement;
(ii) seek orders of the Bankruptcy Court in respect of the Restructuring Transaction, including approval of the Solicitation Materials, the Disclosure Statement Order, the DIP Orders, and the Confirmation Order;
(iii) support and seek to consummate the Restructuring Transaction in accordance with this Agreement within the time-frames contemplated under this Agreement and in compliance with each Milestone.
(iv) negotiate, execute and deliver any other agreements necessary to effectuate and consummate the Restructuring Transaction;
(v) use reasonable best efforts to obtain any and all regulatory and/or third‑party approvals necessary or appropriate in connection with the Restructuring Transaction. For the avoidance of doubt, for purposes of the foregoing sentence and Section 12.02(c), “reasonable best efforts” with respect to an undertaking means the obligation to take all actions that a reasonable person desirous of achieving the result in question would use in similar circumstances to achieve such result as expeditiously as practicable, and shall include, without limitation, the obligation to incur costs, expend resources, engage advisors of recognized standing, and instruct such advisors to take all reasonable actions necessary or advisable to attain the applicable result that is the object of the undertaking in question;
(vi) pay the reasonable and documented fees and expenses of the Consenting Parties as set forth in Section 13 of this Agreement;
(vii) timely file an objection with the Bankruptcy Court to any motion filed with the Bankruptcy C...
Commitment of the Company. The Company shall use commercially reasonable efforts to consummate the Transaction substantially in accordance with the TSA Term Sheet.
Commitment of the Company. The Company shall use commercially reasonable efforts to consummate the Transaction substantially in accordance with the IOI.
Commitment of the Company. Subject to compliance in all material respects by the Consenting Lenders with the terms of this Agreement, from the Effective Date and until the occurrence of a Termination Date (as defined below):
(a) Subject to paragraph (b) immediately below, the Company (i) agrees to (A) support and complete the Restructuring and all transactions set forth in the Plan and this Agreement, (B) complete the Restructuring and all transactions set forth or described in the Plan in accordance with the Milestones set forth in Section 3 of this Agreement, (C) negotiate in good faith all Definitive Documentation that is subject to negotiation as of the Effective Date, (D) take any and all necessary actions in furtherance of the Restructuring, this Agreement, and the Plan, (E) make commercially reasonable efforts to obtain any and all required regulatory and/or third-party approvals for the Restructuring, and (F) use good faith efforts to negotiate, execute and implement the Definitive Documentation on terms not materially inconsistent with the Term Sheet, including the exhibits thereto, and (ii) shall not undertake any actions materially inconsistent with the adoption and implementation of the Plan and confirmation thereof.
(b) Notwithstanding anything to the contrary herein, (i) the Company’s obligations hereunder (including, without limitation, the obligations of the Company’s board of directors and officers) are subject at all time to the fulfillment of their respective fiduciary duties, (ii) nothing in this Agreement shall require the Company, the board of directors, or officers of any Eagle Entity to take any action, or to refrain from taking any action, that is required to comply with such director’s, officer’s, or manager’s fiduciary obligations under applicable law, and (iii) to the extent that such fiduciary obligations require the Company, the board of directors, or officers to terminate the Company’s obligations under this Agreement, the Company, the board of directors, and/or the officers may do so without incurring any liability to any Party under this Agreement except as otherwise set forth herein.