Covenants of ▇▇▇▇▇▇▇▇ Regarding the Performance of Obligations Sample Clauses

Covenants of ▇▇▇▇▇▇▇▇ Regarding the Performance of Obligations. ▇▇▇▇▇▇▇▇ shall and shall cause each of its Subsidiaries to perform all obligations required or desirable to be performed by ▇▇▇▇▇▇▇▇ and its Subsidiaries under this Arrangement Agreement, co-operate with Parent in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Arrangement Agreement and, without limiting the generality of the foregoing, ▇▇▇▇▇▇▇▇ shall and, where appropriate, shall cause each of its Subsidiaries to: (a) use commercially reasonable efforts to obtain the Shareholder Approval including participating in presentations to ▇▇▇▇▇▇▇▇ Shareholders and submitting the Arrangement Resolution for approval by the ▇▇▇▇▇▇▇▇ Shareholders at the Special Meeting in accordance with Section 2.02(4), except to the extent that the Board has effected a Change in Recommendation or this Arrangement Agreement has been terminated, in each case in accordance with the terms of this Arrangement Agreement; (b) subject to Section 5.05, apply for and use all commercially reasonable efforts to obtain all Regulatory Approvals relating to ▇▇▇▇▇▇▇▇ which are required in order to consummate the Arrangement and, in doing so, keep Parent reasonably informed as to the status of the proceedings related to obtaining such Regulatory Approvals, including providing Parent with copies of all related applications and notifications excluding any part thereof constituting confidential information (except such information as shall be provided to Parent on an external counsel basis), in draft form, in order for Parent to provide its reasonable comments thereon; provided that ▇▇▇▇▇▇▇▇ shall not make any commitments, provide any undertakings of ▇▇▇▇▇▇▇▇ or assume any obligations, in each case that are or would reasonably be expected to be material to ▇▇▇▇▇▇▇▇ or Parent without the prior written consent of Parent, which shall not be unreasonably withheld or delayed; (c) defend all lawsuits or other legal, regulatory or other proceedings against ▇▇▇▇▇▇▇▇ challenging or affecting this Arrangement Agreement or the consummation of the transactions contemplated hereby; (d) use commercially reasonable efforts to assist in effecting the resignations of the ▇▇▇▇▇▇▇▇ directors and cause them to be replaced as of the Effective Date by persons nominated by Parent; (e) use commercially reasonable efforts to: (i) assist Parent in obtaining all Regulat...
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Related to Covenants of ▇▇▇▇▇▇▇▇ Regarding the Performance of Obligations

  • Performance of Obligations The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

  • Representations and Warranties; Performance of Obligations All the representations and warranties of the Stockholders and the Company contained in this Agreement, as amended or supplemented in accordance with Section 7.8, shall be true and correct in all material respects as of the Closing Date and the Funding and Consummation Date with the same effect as though such representations and warranties had been made on and as of such date; all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Stockholders and the Company on or before the Closing Date or the Funding and Consummation Date, as the case may be, shall have been duly performed or complied with in all material respects; and the Stockholders shall have delivered to TCI certificates dated the Closing Date and the Funding and Consummation Date, respectively, and signed by them to such effect.

  • Excuse from performance of obligations If the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Event, it shall be excused from performance of such of its obligations to the extent it is unable to perform on account of such Force Majeure Event; provided that: (a) the suspension of performance shall be of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event; (b) the Affected Party shall make all reasonable efforts to mitigate or limit damage to the other Party arising out of or as a result of the existence or occurrence of such Force Majeure Event and to cure the same with due diligence; and (c) when the Affected Party is able to resume performance of its obligations under this Agreement, it shall give to the other Party notice to that effect and shall promptly resume performance of its obligations hereunder.

  • Representations and Warranties True; Performance of Obligations The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing Date with the same force and effect as if they had been made as of the Closing Date, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing.

  • Performance of Agreements and Covenants Each and all of the agreements and covenants of Buyer to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.