Transaction Support Sample Clauses

Transaction Support. During the Support Period, subject to the terms and conditions hereof, each Consenting Creditor agrees, severally and not jointly, with respect to all Covered Claims held, that it shall (and shall cause its Covered Affiliates to): (i) solely in respect of the Backstop Parties, fund, on the Initial Closing Date or the Subsequent Closing Date as set forth in the applicable Backstop Funding Notice (provided that such date is not later than the Outside Date), the aggregate principal amount of the First Out First Lien Term Loan set forth opposite such Consenting Creditor’s name on Schedule 2 hereto (provided that, at STG’s option, such amount shall be increased by an amount necessary to fund such Backstop Party’s pro rata portion of any TLB-5 Increase, it being agreed that the Backstop Parties shall not be obligated to fund the TLB-5 Increase in cash but rather may fund the TLB-5 Increase by including such amount as additional principal under the TLB-5), subject only to the conditions set forth in Section 10 (the “Backstop Commitment”); (ii) tender or exchange, as applicable (or use commercially reasonable efforts to cause to be tendered or exchanged, as applicable), into the applicable Exchange Offers and consent (or use commercially reasonable efforts to cause to be consented) in the applicable Consent Solicitations, and take all such other actions reasonably necessary to participate in and consent to the applicable Exchange Offers and applicable Consent Solicitations with respect to all of its Existing Debt that constitutes Covered Claims, in accordance with the applicable procedures set forth in the Exchange Offers and Consent Solicitations, in any event prior to the deadlines set forth in the Exchange Offers and Consent Solicitations or any Definitive Documents relating thereto; (iii) negotiate in good faith the applicable Definitive Documents consistent in all material respects with the Term Sheet and this Agreement; (iv) execute, deliver, perform its obligations under, implement, and consummate the transactions contemplated by the applicable Definitive Documents that are consistent in all material respects with the Term Sheet and this Agreement to which it is required to be a party; (v) use commercially reasonable efforts to support and take all commercially reasonable actions necessary or reasonably requested by the Company to facilitate the consummation of the Transactions in accordance with the terms, conditions, and applicable deadlines set forth in ...

Transaction Support. At or prior to the Adviser Merger Effective Time, ACM shall deposit, or cause to be deposited, with the Exchange Agent cash in an amount necessary to pay the Parent External Adviser Cash Consideration in accordance with the terms and conditions set forth in the Merger Agreement and, following the Adviser Merger Effective Time, the Exchange Agent shall pay the Parent External Adviser Cash Consideration in accordance with such terms and conditions. Nothing in this letter shall be deemed to limit ACM’s obligations under Sections 2.2(a)(ii)(B) or 2.3(a)(iii) of the Merger Agreement.

Transaction Support. During the Support Period, subject to the terms and conditions hereof, each Consenting Lender hereby agrees, severally and not jointly, with respect to all Term Loan Claims held by it, that it shall: (i) support and use commercially reasonable efforts to facilitate the consummation of the Restructuring Transactions in accordance with the terms and conditions set forth in this Agreement (including the Transaction Term Sheet); (ii) negotiate in good faith the Definitive Documents to which it is contemplated to become a party, and execute and deliver such Definitive Documents on the Transaction Effective Date or at such other time contemplated by this Agreement (including the Transaction Term Sheet); (iii) not direct the Administrative Agent or the Collateral Agent to take any action inconsistent with such Consenting Lender’s obligations under this Agreement; (iv) provide requests, instructions and/or directions to the Collateral Agent to (A) take any action contemplated to be taken by the Collateral Agent pursuant to the Transaction Term Sheet, (B) execute and deliver any payoff letter or similar document for the discharge of the Term Loan Claims and the release and termination of any and all liens and other encumbrances created under any of the Term Loan Documents, as described in the Merger Agreement, and (C) execute and deliver such other documents or instruments, or take such other actions, to satisfy any of the conditions set forth in Article VI of the Merger Agreement that require such execution, delivery or action; (v) not object to, materially impede or materially delay or take any other action to materially interfere with the implementation or consummation of the Restructuring Transactions; 8 (vi) if the Restructuring Transactions are implemented pursuant to the Strict Foreclosure Restructuring, (A) vote all NewCo Units held by such Consenting Lender immediately after the consummation of the Step 3 Transactions in favor of, or, if action is to be taken by written consent in lieu of a meeting of NewCo’s members, execute a written consent in favor of, the Pre-Closing Combination, and (B) vote all Class A Units held by such Consenting Lender immediately after the consummation of the Step 4 Transactions in favor of, or, if action is to be taken by written consent in lieu of a meeting of the Company’s members, execute a written consent in favor of, the Merger;

Transaction Support. Assisting in structuring and negotiating business development transactions and partnerships; and

Transaction Support. The Service for information assistance with buying procedure between Customer and Store, include order assistance, delivery options, initial payment and support centre.

Transaction Support. As a material inducement to Parent and the Members’ Representative to enter into the Merger Agreement and to consummate the Mergers, the Supporting Person hereby knowingly, unconditionally and irrevocably agrees that the Supporting Person has executed and delivered or caused to be executed and delivered to each of Parent and the Members’ Representative, the irrevocable written consent attached hereto as Exhibit A, and the Supporting Person will (i) not withdraw, rescind or otherwise take any action to make ineffective any consent (including the Parent Stockholder Written Consent), written or otherwise, the Supporting Person has provided to Parent and the Members’ Representative with respect to the Merger Agreement, the Mergers and the conversion of the shares of Series A Parent Preferred Stock comprising Aggregate Merger Consideration issued to the Acquired Companies (or their respective designees) (the “Conversion”), (ii) raise no objection against, and not otherwise hinder, impede, delay or take any action that could cause any material or adverse effect on the transactions contemplated by the Merger Agreement, whether at any meeting of the shareholders of Parent held in connection therewith or otherwise and (iii) take all reasonable actions necessary or appropriate to ensure the consummation of the transactions contemplated by the Merger Agreement, including the Conversion, and the ancillary agreements with respect thereto, including the Certificate of Designations and the Shareholder Agreement. The Supporting Person hereby knowingly, unconditionally and irrevocably agrees it shall not directly or indirectly: (x) from and after the date hereof until the Conversion, transfer, assign, sell, pledge or otherwise dispose of (including by gift), enter into any derivative arrangement with respect to, or create or permit to be created any lien or other encumbrance on, any or all of the Supporting Person’s shares of Parent Capital Stock or other equity interests in Parent; provided however, that [(A)] transfers may be made to (i) controlled affiliates of the Supporting Person, (ii) estate planning vehicles of such Supporting Person, or (iii) donees in connection with bona fide gifts, in each case subject to the condition that the transferee executes a joinder to this Agreement in a form reasonably acceptable to Parent [and (B) the Supporting Person may sell or otherwise transfer up to 3 million shares of Parent Capital Stock or other equity interests in Parent wi...

Transaction Support. (a) To induce Essex to pursue a Bid that includes an assumption of the Minimum Amount by Essex or its affiliate, the ▇▇▇▇▇ Parties shall (a) reasonably support the Bid (and any amended or modified Bid provided it includes assumption of at least the Minimum Amount and does not, in the ▇▇▇▇▇ Parties reasonable discretion, contain additional terms or changes which are materially adverse to the ▇▇▇▇▇ Parties); (b) not permit the assumption of any of the indebtedness under the Loan Agreement by any third party; (c) not object, on any grounds, to the motion or motions for approval (a “Sale Motion”) of any asset purchase agreement with respect to the Bid; and (d) not agree to, consent to, provide any support to, participate in the formulation of or seek Bankruptcy Court approval of, and use commercially reasonable efforts, at Essex’s cost and expense, to oppose (i) any sale of the assets and/or stock of Coast (whether such sale is implemented pursuant to Section 363 of the Bankruptcy Code, a Chapter 11 plan or otherwise), (ii) a plan of reorganization in respect of Coast or (iii) a liquidation (either under chapter 7 or chapter 11 of the Bankruptcy Code) in respect of Coast, other than the transaction contemplated by the Bid; provided, however, that if at any time after the date hereof, a Qualified Alternative Bid is received by Coast that provides for the cash payment of 100% of the obligations under the Loan Agreement, the ▇▇▇▇▇ Parties shall be permitted to withdraw their support for the Bid and support such other bid. If the ▇▇▇▇▇ Parties’ performance of their obligations under this paragraph 2 are reasonably likely to violate the ▇▇▇▇▇ Parties’ obligations under that certain Intercreditor and Subordination Agreement, dated May 18, 2007 (as amended, the “Intercreditor Agreement”), the ▇▇▇▇▇ Parties shall not be required to perform the specific obligation which may result in violation. Essex hereby agrees to indemnify the ▇▇▇▇▇ Parties for any losses, claims, damages, liabilities and costs and expenses to which the ▇▇▇▇▇ Parties may become subject in connection with performance of its obligations under this Section 2(a). (b) In consideration for the transaction support described in Section 2(a) above: (x) in the event that Essex or any of its affiliates consummates the acquisition of substantially all of the assets of Coast (regardless of the form of such acquisition), at the time contemplated in Section 1(b), Essex shall provide the following to the ▇▇▇▇▇ Par...

Transaction Support. A. Seller and Buyer understand that in the commercial vehicle and bus industries, suppliers are often required to provide incentives, extended warranties, or rebates to truck end-customers and/or dealers to persuade the customer and/or dealer to specify the supplier’s product(s) in lieu of competitive supplier products, which practice is defined as “Transaction Support”. Transaction Support is paid by the Seller using several approaches, including 1) through the bus OEM, 2) through the OEM dealer, and/or 3) directly to the end-customer. B. Seller and ▇▇▇▇▇ also understand that Customers typically interpret Transaction Support to be a commitment between the product supplier and the Customer that is independent of which bus OEM brand the Customer selects for their purchase. C. Seller understands Customer’s strategic preference for other bus components that may not include Seller’s Product offering. D. If Seller provides Transaction Support to a Customer for multiple components when ordering a competitor’s vehicle, and Buyer does not wish to include all of Seller’s components in a proposal to the Customer, then Seller will offer the same or dollar-value adjusted Transaction Support to the Customer when ordering vehicles supplied by the Buyer with less than all of the multiple components in question. For example, if Seller offers a Customer a $500 rebate for ordering a vehicle from Brand A that includes Seller’s Product A, B, and C, and Buyer does not offer Seller’s Product C to this Customer, then the Seller will offer such Customer a $500 rebate for ordering a vehicle from Buyer or will adjust the rebate to reflect the reduction in dollar value for the exclusion of Product C.

Transaction Support. As a material inducement to Buyer to enter into the Purchase Agreement and to consummate the transactions contemplated thereby and the other Transaction Documents (collectively, the “Transactions”), each Equityholder hereby acknowledges and agrees that he (a) has executed and delivered contemporaneously with the execution and delivery of the Purchase Agreement, the written consent attached hereto as Exhibit B approving the Transactions on behalf of Seller and on behalf of each Company (in Seller’s capacity as the sole member of each Company), (b) will not withdraw or rescind such written consent and (c) will take all reasonable actions to continue to approve and support the Transactions. Each Equityholder agrees that he will not transfer, in whole or in part, any of his direct or indirect equity interests in Seller or the Companies prior to the Closing or the earlier termination of the Purchase Agreement in accordance with the terms therein.