Company Assurances. The Company shall (and shall cause its Subsidiaries to) cooperate in facilitating the nomination rights described in Section 3.2(a), including (i) taking all Necessary Action to nominate each Eros Nominee as part of the slate that is included in any proxy statement (or similar document) of the Company in respect of any meeting of shareholders at which Directors are to be elected (other than, if applicable, when no Eros Nominee is allocated to the class of Directors to be elected at such meeting), (ii) providing the highest level of support for the election of each such Eros Nominee as the Company provides to any other individual standing for election as a Director as part of the Company’s slate of nominees, (iii) not nominating for any election a number of Directors (inclusive of Eros Nominees standing for election) that exceeds the number of directorships to be elected in such election and (iv) not (x) soliciting proxies or participating in a solicitation or (y) knowingly assisting, cooperating with, or encouraging any Person in any effort or attempt, in either case, reasonably likely to interfere with the election of an Eros Nominee as a Director.
Company Assurances. From time to time after the date hereof, and without any further consideration, the Company shall execute, acknowledge and deliver all such additional deeds, assignments, conveyances, instruments, notice, releases, acquittances and other documents, and will do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate (i) more fully to assure the Operating Partnership, its successors and assigns, all of the properties, rights, titles, interests, estates, remedies, powers and privileges by this Agreement granted to the Operating Partnership or intended so to be, (ii) to more fully and effectively vest in the Partnership, its successors and assigns, beneficial and record title to the Limited Partner Interest hereby contributed and assigned to the Partnership or intended so to be and to put the Partnership in actual possession and control of the Limited Partner Interest and (iii) to more fully and effectively carry out the purposes and intent of this Agreement.
Company Assurances. From time to time after the date hereof, and without any further consideration, the Company shall execute, acknowledge and deliver all such additional assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and will do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate to more fully assure the Partnership, its successors and assigns, all of the properties, rights, interests, estates, remedies, powers and privileges by this Agreement granted to the Partnership or intend so to be.
Company Assurances. The Vendor undertakes to indemnify the Purchaser against all amounts paid by the Purchaser or the Company or any Subsidiary to any third party pursuant to any Company Assurance (and all costs incurred in connection with such obligation) arising after the date of this Agreement. The provisions of Schedule 7 shall not apply to this clause 7.3.
Company Assurances. The Company will not, by amendment of its charter documents or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities, or any other voluntary action, seek to avoid the observance or performance of any of the terms of this Warrant Certificate, but will at all times in good faith seek to carry out all such terms and take all such action as may be necessary or appropriate in order to protect the rights of the holders of Securities against impairment. Without limiting the generality of the foregoing, the Company (a) will not permit the par value (if any) of any Units to exceed the Exercise Price, (b) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue, free from preemptive rights, fully paid and non-assessable Units upon the exercise (and payment of the Exercise Price therefor) of all Warrants from time to time outstanding, and (c) will not take any action which results in any adjustment of the Exercise Price if the total number of Units issuable after the action upon the exercise of all of the Warrants would exceed the total number of units of Common Interests then authorized by the Company's charter documents and available for the purpose of issue upon such exercise.
