ESCT Sample Clauses

ESCT. In connection with the Merger, and without in any way limiting any other acknowledgments, agreements and/or covenants of ESCT contained in this Agreement, ESCT hereby acknowledges, agrees, and/or covenants as follows: (a) Immediately following the execution of this Agreement, it shall take whatever action as may be reasonably necessary to cause a ‘clean’ report to be issued and delivered by an independent auditing firm duly registered with the PCAOB in connection with a complete set of ESCT audited financial statements as required, directly or indirectly, pursuant to the reporting and other filing requirements of FIND and/or the Surviving Corporation arising under the Exchange Act and/or SEC Regulation S-X as a result of the Merger, and immediately make available such audited financial statements to FIND and reasonably cooperate with FIND in connection with the preparation of any pro-forma financial statements required to be included in any such SEC reports or other filings. (b) Any shares of ESCT Common Stock which, under Florida Corporate Law, entitle the holder to appraisal rights (“Dissentable ESCT Shares”), and which are held by any holder (a “Dissenting ESCT Holder”) who shall have demanded and not lost or withdrawn, or who shall be eligible to demand, appraisal rights with respect to such Dissentable ESCT Shares in the manner provided in the Florida Corporate Law (“Dissenting ESCT Shares”) shall represent the right to receive any amounts payable therefor in accordance with applicable Law. ESCT shall give FIND prompt notice of any demands for appraisal received by ESCT, withdrawals of such demands, and/or any other communications received by ESCT in connection with any demands for appraisal by holders of ESCT Common Stock. Only with the prior written consent of FIND shall ESCT make any payment with respect to any such demands, though ESCT shall have the right to control all negotiations and Proceedings with respect to demands for appraisal hereunder, including the right to settle any such demands. (c) Except as otherwise required by applicable Law, it shall not do anything, and it shall take all reasonable steps to insure that none of its Affiliates do anything, either directly or indirectly, that is intended to, or would, encourage, or that might otherwise result in, any holder of Dissentable ESCT Shares becoming a Dissenting ESCT Holder. (d) It shall use its reasonable best efforts to take or cause to be taken by the FIND Representatives any action...