Transaction Covenants Sample Clauses

Transaction Covenants. The Loan Parties shall comply with the transaction covenants set forth in the Side Letter Agreement, dated as of the date hereof and executed by Parent and incorporated herein for all purposes (the “Side Letter Agreement”).

Transaction Covenants. Pledgor represents and warrants that, in effecting the Transaction, it is not in possession of any material non-public information with respect to the Issuer that, under the U.S. federal securities laws, it would have to disclose in advance to a party effecting a purchase or sale of the Shares.

Transaction Covenants. (a) Subject to Section 5.05(b), Inco shall not amend, vary or waive (i) any condition precedent in the Support Agreement to the making of the Tender Offer or (ii) any condition precedent to the completion of the Tender Offer specified therein (in each case, other than in connection with any extension of time required to satisfy any condition precedent) without the prior written approval of the Majority Lenders, acting reasonably and as promptly as practicable in the circumstances, as provided below. Upon the making of any such amendment or variation to or waiver of any condition precedent to the Tender Offer which has been so approved, or which does not require any such approval, the equivalent condition precedent in Schedule F shall be deemed to have been amended in the same manner. (b) The approval of the Majority Lenders, acting reasonably, shall be required for any amendment, or variation to any of (i) the conditions specified in paragraphs (A), (B), (D), (F), (H), (I), (J) and (L) of Schedule F hereof and (ii) the conditions specified in (C), (E), (G) or (K) of Schedule F hereof, only if the amendment or variation would have a Material Adverse Effect. The approval of the Majority Lenders, acting reasonably, shall be required for any waiver of the conditions referred to in Section 5.05(b)(i) above (subject also as provided below in respect of the conditions specified in paragraphs (H), (J) and (L) of Schedule F); and in respect of the conditions referred to in Section 5.05(b)(ii) above, only if the waiving of such condition precedent would have a Material Adverse Effect. (c) Inco shall not, without the approval of the Majority Lenders, acting reasonably and as soon as practicable in the circumstances, determine (i) whether the conditions specified in paragraphs (H) or (J) of Schedule F have been satisfied if the circumstances requiring such determination would have a Material Adverse Effect or (ii) whether the condition specified in paragraph (L) of Schedule F has been satisfied, if the circumstances requiring such determination could reasonably be expected to detrimentally affect successful syndication of the Loan Facilities. (d) Inco shall not (i) amend in any material respect any representation or warranty made by Falconbridge in the Support Agreement; or (ii) waive any breach of a material representation or material warranty made by Falconbridge in the Support Agreement, in each case, without approval of the Majority Lenders, acting reasonably and ...

Transaction Covenants. (a) The Loan Parties shall continue the process to seek a refinancing of the Obligations and of the obligations under the Existing Credit Agreement (a “Refinancing”) or sale of the Assets free and clear of all liens, with the refinancing amount/purchase price to be paid at closing in cash resulting in the full and indefeasible payment in cash of all of the Obligations and a discounted payment in cash of all of the obligations under the Existing Credit Agreement that is expressly consented to in writing by the Existing Administrative Agent and the necessary Existing Lenders; (b) The Loan Parties shall continue to (i) maintain and update a virtual data room under the administration of SSG (including, without limitation, providing updated projections and such other information as may be reasonably required by SSG), and (ii) identify lenders, investors, strategic and financial buyers for the Loan Parties' Assets; (c) The Loan Parties shall continue to use their best efforts to set up a competitive auction or other Refinancing or sales process for the Assets acceptable to the Super Priority Agent; (d) The Loan Parties shall continue to (x) disclose to the Super Priority Agent the identities of those parties that have executed a non-disclosure agreement (“NDA”) and registered for access to the data room, and (y) deliver to those prospective lenders, investors and purchasers who have executed an NDA, a cover letter and confidential 2 502327881 v7 1205867.00001

Transaction Covenants. (a) The Loan Parties shall continue the process to seek a refinance or sale of the Assets free and clear of all liens, with the refinance amount/purchase price to be paid at closing in cash resulting in the full and indefeasible payment in cash of all of the Obligations and either (x) the full and indefeasible payment in cash of all of the obligations under the Existing Credit Agreement or (y) a discounted payment in cash of all of the obligations under the Existing Credit Agreement that is expressly consented to in writing by the Existing Administrative Agent and the Existing Lenders; (b) The Loan Parties shall continue to (i) maintain and update a virtual data room under the administration of SSG (including, without limitation, providing updated projections and such other information as may be reasonably required by SSG), (ii) identify lenders, investors, strategic and financial buyers for the Loan Parties' Assets and (iii) contact such prospective lenders, investors and purchasers to have them execute a non-disclosure agreement (“NDA”) and register for access to the data room; (c) The Loan Parties shall use their best efforts to set up a competitive auction or other refinance or sales process for the Assets acceptable to the Super Priority Agent; (d) On or before April 24, 2019 (or such later date as may be agreed to by the Super Priority Agent in writing in its sole discretion), (x) the Loan Parties shall disclose to the Super Priority Agent the identities of those parties that have executed an NDA and registered for access to the data room, and (y) the Loan Parties shall deliver to those prospective lenders, investors and purchasers who have executed an NDA, a cover letter and confidential offering memorandum soliciting from such prospective lenders, investors and purchasers offers to refinance or acquire the Loan Parties’ Assets pursuant to a refinance or purchase transaction, which would provide at closing for the full and indefeasible payment in cash of all of the Obligations and either (i) the full and indefeasible payment in cash of all of the obligations under the Existing Credit Agreement or (ii) a discounted payment in cash of all of the obligations under the Existing Credit Agreement that is expressly consented to in writing by the Existing Administrative Agent and the Existing Lenders; 60 502181848 v5 1205867.00001 (e) By May 23, 2019 at 5:00 p.m. (Central Time) (or such later date as expressly agreed by the Super Priority Agent in writing i...

Transaction Covenants. The Loan Parties have retained S▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company (the “Investment Banker”) for the purpose of marketing and advising on the Loan Parties’ efforts to raise new capital through one or more asset sales and/or debt or equity capital raises, in each case on terms acceptable to the Administrative Agent and the Lenders (each, a “Transaction”). Until such time as mutually agreed between the Loan Parties and the Administrative Agent, the Loan Parties shall (i) provide the Administrative Agent with copies of (x) all bona fide written letters of intent, term sheets, commitment letters and/or similar indications of interest (“IOIs”), in each case, received from prospective bidders and financing sources in connection with any Transaction promptly, and in any case within two business days, after receipt thereof, (y) all material draft definitive documents in connection with any Transaction and (z) all investor presentations, confidential information memorandum, financial projections and other written materials prepared by the Investment Banker and/or the Loan Parties in connection with any Transaction, (ii) cause their management and advisors (including the Investment Banker) to provide weekly written updates and participate in weekly conference calls with the Lenders and their professionals to discuss updates regarding the financial status and assets and liabilities of the Loan Parties, the Transactions and any other matters reasonably requested by the Lenders and (iii) present all IOIs in connection with any Transaction to the Board of Directors of Pubco Guarantor or any transaction or financing committee thereof for consideration.

Transaction Covenants. (i) Americold shall promptly after the Closing Date and the consummation of the Series A Redemption seek to obtain the release of Properties which are at such time encumbered under the Mortgage Indenture to the extent permitted as a result of such Series A Redemption provided that nothing herein shall require Americold to deliver appraisals other than MAI appraisals in connection therewith. (ii) Americold and Joint Venture will effect the JV Mandatory Prepayment as soon as permitted under the financial covenants of the Mortgage Indenture and the Senior Subordinated Indenture. (iii) Promptly (and in any event on or before November 17, 1997) after the date of this Agreement, Americold shall commence the Series B Tender and the Senior Subordinated Tender. Upon consummation of the Series B Tender, Americold shall provide to Agent confirmation of the results thereof. Americold shall promptly after consummation of the Series B Tender seek to obtain the release of Properties which are at such time encumbered under the Mortgage Indenture to the extent permitted as a result of such Series B Tender, provided that nothing herein shall require Americold to deliver appraisals other than MAI appraisals in connection therewith (iv) In the event any Series B Notes remain outstanding upon consummation of the Series B Tender, Americold shall promptly notify the remaining holders of the Series B Notes that the outstanding Series B Notes shall be redeemed on March 1, 1998 or earlier, if permitted. Americold shall promptly after all Series A Notes nd Series B Notes have been redeemed or surrendered for cancellation obtain the release of all Properties subject to the lien of the Mortgage Indenture.

Transaction Covenants