Merger Agreement Matters. At or prior to the Closing, the Company shall not, without the prior written consent of the Purchaser, make or agree to make any amendments, supplements, waivers or other modifications to any provision of the Merger Agreement that are material or would adversely affect the Purchaser (including, for the avoidance of doubt, (i) any change to the mix or amount of the merger consideration, (ii) any changes to the definition of “Company Material Adverse Effect” and (iii) any extensions of the Outside Date (as defined in the Merger Agreement)) or waive any closing conditions under the Merger Agreement. Without limiting the foregoing, the Company shall keep the Purchaser reasonably informed regarding the transactions contemplated by the Merger Agreement and the Debt Financing Commitment (as defined in the Merger Agreement), including the expected timing of the Closing and any developments that would reasonably be expected, individually or in the aggregate, to materially delay the Closing or make the Closing unlikely to occur; provided, however, that in any event the Company shall provide the Purchaser with no less than five (5) business days’ written notice of the Closing Date. Prior to any mailing by the Company or Target of any information statement or proxy statement of the Company or Target to stockholders of the Company or Target (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide the Purchaser with an opportunity to review and comment on such information statement or proxy statement or response (including the proposed final version of such information statement or proxy statement or response), (ii) shall, and shall use reasonable best efforts to cause Target to, consider in good faith all comments reasonably proposed by the Purchaser and (iii) shall not include in any such information statement or proxy statement any reference to the Purchaser, the other North Island Parties or any of their respective Affiliates except to the extent such reference is in a form previously approved in writing by the Purchaser.
Merger Agreement Matters. (a) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition enjoining or preventing the consummation of the Merger or the other transactions pursuant to the Merger Agreement shall be in effect.
Merger Agreement Matters. (a) The representations and warranties of Parent set forth in the Merger Agreement shall be true and correct in all material respects when made and as of the Closing Date as though made on and as of the Closing Date, except for those representations and warranties which address matters only as of a particular date (which shall have been true and correct in all material respects as of such date).
Merger Agreement Matters. (a) Without the prior written consent of Purchaser, which shall not be unreasonably withheld, delayed or conditioned, except as prohibited or required by any Governmental Order, Seller shall not amend or modify the Merger Agreement as in effect on the date hereof or grant any consent or waiver thereunder, in a manner that adversely affects in any material respect Purchaser’s rights and obligations hereunder or would be reasonably expected to prevent or materially delay or materially impair the ability of Seller to consummate the Sale and the other transactions contemplated by this Agreement. Subject to the foregoing, Seller shall deliver promptly to Purchaser copies of all amendments or modifications to the Merger Agreement.
