Transaction Support Sample Clauses
The Transaction Support clause outlines the obligations and assistance that parties must provide to facilitate the successful completion of a transaction. Typically, this clause requires each party to cooperate, share necessary information, and perform certain actions—such as delivering documents or obtaining approvals—to ensure the transaction proceeds smoothly. Its core practical function is to ensure that all parties actively contribute to overcoming procedural or administrative hurdles, thereby reducing delays and minimizing the risk of the transaction failing due to lack of cooperation.
POPULAR SAMPLE Copied 1 times
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 Claims held, that it shall:
(i) use commercially reasonable efforts to support and, at the Company’s sole expense, take all commercially reasonable actions necessary or reasonably requested by the Company to facilitate the consummation of the Transaction in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement and the Term Sheet; provided, however, that any payment by the Company pursuant to this clause (i) shall be limited to the reasonable, documented fees and expenses of the Ad Hoc Group Advisors in connection with such actions;
(ii) negotiate in good faith the applicable Definitive Documents consistent with the terms of this Agreement and Consistent in all Material Respects with the Term Sheet;
(iii) use commercially reasonable best efforts to obtain additional support for the Transaction (in the form of Joinder Agreements) from holders of Creditor Claims that are not Consenting Creditors as is necessary for purposes of satisfying the Consent Threshold;
(iv) not direct the Agent or Trustees, as the case may be, to take any action nor solicit, encourage, or support any other person to take any action inconsistent with such Consenting Creditor’s obligations under this Agreement;
(v) give any notice, order, instruction, or direction to the Agent or Trustees necessary to give effect to the Transaction;
(vi) (A) not take any action, directly or indirectly, that would reasonably be expected to prevent, interfere with, materially delay, or impede, the consummation of the Transaction; (B) not directly or indirectly propose, file, support, vote for, consent to, or take any other action in furtherance of the negotiation or formulation of any Alternative Transaction; and (C) not, nor direct any other person to, take any action that would, or would reasonably be expected to, breach this Agreement, or object to, or materially and intentionally delay, or take any other negative action, directly or indirectly, to interfere with the implementation of the Transaction; and
(vii) not, and shall not direct any other person to, exercise any right or remedy for the enforcement, collection, or recovery of any of the Creditor Claims against the Company, including in connection with any payment obligations of the Company under the Existing Funded Debt Documents that come due during the Suppo...
Transaction Support. During the Support Period, subject to the terms and conditions of this Agreement, the Company agrees that it shall:
(i) support and take all commercially reasonable actions necessary or reasonably requested by the Consenting Creditors or the Consenting Sponsor to support the Transaction and to act in good faith and take all reasonable actions necessary to implement and consummate the Transaction in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement (including the Term Sheet and the other Definitive Documents, as applicable);
(ii) implement and consummate the Transaction in a timely manner and take any and all commercially reasonable efforts in furtherance of the Transaction, as contemplated under this Agreement; provided that the Company shall not consummate the Transaction unless and until all of the conditions to the effectiveness thereof set forth herein and/or in the Term Sheet have been satisfied (or will be satisfied contemporaneously with the consummation of the Transaction) or waived by the Consenting Creditors in accordance with Section 15 hereof;
(iii) negotiate in good faith the applicable Definitive Documents consistent with the terms of this Agreement and Consistent in all Material Respects with the Term Sheet;
(iv) utilize best efforts to provide the Ad Hoc Group Advisors, on a professional eyes’ only basis and subject to “clean team” restrictions reasonably acceptable to the Company, with information and documentation responsive to all diligence requests determined by the Ad Hoc Group Advisors (in consultation with the Requisite Consenting Creditors) to be necessary or advisable to consummate the Transaction (the “Diligence Requests”) within three (3) Business Days of receipt by the Company or its advisors of such Diligence Requests; which responses shall be in form and substance acceptable to the Ad Hoc Group Advisors (in consultation with the Requisite Consenting Creditors); provided, however, that (a) the Company shall have two (2) days after the Ad Hoc Group Advisors transmits a written notice (email being sufficient) in accordance with Section 23 hereof informing the Company that any response to any Diligence Requests is not acceptable to the Ad Hoc Group Advisors (in reasonable detail as to the deficiency of such Company response) to supplement the Company’s response to such Diligence Requests to the satisfaction of the Ad Hoc Group Advisors, (b) no information or documentation provided by the C...
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. 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. During the Support Period, subject to the terms and conditions of this Agreement, including without limitation Section 9, the Company (or in the case of Sections 4(a)(iv)(B) and 4(a)(iv)(C), SMLP) agrees that it shall:
(i) support and take all commercially reasonable actions necessary or reasonably requested by the Requisite Directing Lenders to support the Transaction and to act in good faith and take all reasonable actions necessary to implement and consummate the Transaction in accordance with the terms, conditions, and applicable deadlines set forth in this Agreement and the Term Sheet and the other Definitive Documents, as applicable;
Transaction Support. At or prior to the Effective Time, the Advisor shall deposit, or cause to be deposited with the Exchange Agent, cash in an aggregate amount necessary to pay the Parent External Adviser Cash Consideration portion of the Merger Consideration in accordance with the terms and conditions set forth in the Merger Agreement and, following the 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 the Advisor’s obligations under Article II of the Merger Agreement.
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 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.