MEANS FOR EFFECTUATING THE TRANSACTION Sample Clauses

MEANS FOR EFFECTUATING THE TRANSACTION. To implement the Transaction, the Company has agreed, on the terms and conditions set forth herein and pursuant to the terms and conditions of the Term Sheet (defined below), to consummate, and to cause each of its direct and indirect subsidiaries to consummate (to the extent necessary), the Transaction through the Plan, the requisite acceptances of which will be solicited after the Company commences the Bankruptcy Case by filing the Petition under chapter 11 of the Bankruptcy Code, and to use its commercially reasonable best efforts to have the Plan confirmed by the Bankruptcy Court, as expeditiously as possible under the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the local bankruptcy rules of the Bankruptcy Court (the federal and local rules being, the "Bankruptcy Rules"). Prior to the Filing Date, the Company will determine whether
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MEANS FOR EFFECTUATING THE TRANSACTION. To implement the Transaction, Rhythms has agreed, on the terms and conditions set forth herein, to consummate, and to cause each of its wholly owned U.S. subsidiaries to consummate, the Transaction through the Plan, the requisite acceptances of which will be solicited after the Company commences the Chapter 11 Cases by filing the Petitions under chapter 11 of the Bankruptcy Code, and to use its commercially reasonable best efforts to have the Plan confirmed by the Bankruptcy Court in accordance with the timetable set forth in the Term Sheet. .
Sample 1

Related to MEANS FOR EFFECTUATING THE TRANSACTION

  • Cooperation Following the Closing Following the Closing, each Party shall deliver to the other Parties such further information and documents and shall execute and deliver to the other Parties such further instruments and agreements as any other Party shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose hereof or to assure to any other Party the benefits hereof.

  • In Connection with a Change of Control For purposes of this Agreement, a termination of Executive’s employment with the Company is “in Connection with a Change of Control” if Executive’s employment is terminated within twelve (12) months following a Change of Control.

  • Consummation of Agreement Buyer shall use its reasonable efforts to satisfy all conditions to the Closing that are within its control to the end that the transaction contemplated by this Agreement shall be fully carried out.

  • Conditions Precedent to the Effectiveness of this Agreement The effectiveness of this Agreement is subject to the receipt by IBM Credit of, or waiver in writing by IBM Credit of compliance with, the following conditions precedent:

  • Conditions Precedent to the Effective Date The occurrence of the Effective Date pursuant to Section 13.10 is subject to the satisfaction of the following conditions:

  • Relationship Among the Parties Consultant acknowledges that it is not an officer, director or agent of the Company, it is not, and will not, be responsible for any management decisions on behalf of the Company, and may not commit the Company to any action. The Company represents that the consultant does not have, through stock ownership or otherwise, the power neither to control the Company, nor to exercise any dominating influences over its management. Consultant understands and acknowledges that this Agreement shall not create or imply any agency relationship among the parties, and Consultant will not commit the Company in any manner except when a commitment has been specifically authorized in writing by the Company. The Company and the Consultant agree that the relationship among the parties shall be that of independent contractor.

  • Conditions Precedent to Consummation of the Distribution Subject to Section 5.03, as soon as practicable after the date of this Agreement, the Parties shall use reasonable best efforts to satisfy the following conditions prior to the consummation of the Distribution. The obligations of the Parties to consummate the Distribution shall be conditioned on the satisfaction, or waiver by Parent, of the following conditions:

  • Prior to the Agreement Effective Date Prior to the Agreement Effective Date, the Trust will furnish to Ultimus the following:

  • Closing of the Transaction All conditions precedent to effect the closing of the Transaction shall have been satisfied or waived (other than those conditions that, by their nature, may only be satisfied at the consummation of the closing of the Transaction but subject to satisfaction or waiver thereof).

  • In Connection With a Change in Control If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing three (3) months immediately prior to a Change in Control of the Company and ending eighteen (18) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:

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