Certain Undertakings. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause (i) each Demand Registration Statement (as of the effective date thereof), any amendment thereof (as of the effective date thereof) or supplement thereto (as of its date), (A) to comply in all material respects with applicable SEC Guidance and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (ii) any related Prospectus (including any preliminary Prospectus) or Issuer Free Writing Prospectus and any amendment thereof or supplement thereto, as of its date, (A) to comply in all material respects with applicable SEC Guidance and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, the Company shall have no such obligations or liabilities with respect to any written information pertaining to any Holder and furnished in writing to the Company by or on behalf of such Holder specifically for inclusion therein.
Certain Undertakings. (a) The Stockholder hereby agrees that, during the term of this Agreement, at any meeting of the stockholders of the Company, however called, and in any action by written consent of the stockholders of the Company, the Stockholder shall (a) vote the Shares in favor of the Merger; (b) not vote the Shares in favor of any action or agreement which would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of the Company under the Merger Agreement; and (c) vote the Shares against any action or agreement which would impede, interfere with or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by Purchaser; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business; provided however, that Stockholder shall not have to take any action specified above in this Section 10 if the Merger Agreement has been terminated by Purchaser or Parent.
Certain Undertakings. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause (i) each Resale Shelf Registration Statement (as of the effective date of such Resale Shelf Registration Statement), any amendment thereof (as of the effective date thereof) or supplement thereto (as of its date), (A) to comply in all material respects with applicable SEC Guidance and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (ii) any related Prospectus (including any preliminary Prospectus) or Issuer Free Writing Prospectus and any amendment thereof or supplement thereto, as of its date, (A) to comply in all material respects with applicable SEC Guidance and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, the Company shall have no such obligations or liabilities with respect to any written information pertaining to any Holder and furnished in writing to the Company by or on behalf of such Holder specifically for inclusion therein. The Company agrees, to the extent necessary, to supplement or make amendments to each Resale Shelf Registration Statement if required by the registration form used by the Company for the applicable Registration or by SEC Guidance, or as may reasonably be requested by any Holder to permit such Holders’ intended method of distribution.
Certain Undertakings. Relating to the Separateness of the MLP and MLP Subsidiaries.
Certain Undertakings. During the term of this Agreement, the Procurer shall:
Certain Undertakings. The Company shall use reasonable best efforts to -------------------- enter into the Rolls Royce T-56 Engine Parts Contract on or before the Closing Date and use reasonable best efforts to consummate the transactions contemplated by the New Credit Facility and the Note Purchase Agreement on or before the Closing Date. The Company agrees not to enter into any agreement to provide for anti-dilution protection with respect to any equity securities issued pursuant to the Note Purchase Agreement unless the terms of such anti-dilution protection are acceptable to the Purchasers.
Certain Undertakings. (a) The Equityholders and the Company agree that the initial three-year business plan of the Company and the LLC will not contemplate the formation of an enterprise sales force. During the three-year period following the Effective Date, the Company and its Subsidiaries will promptly refer to Sprint any opportunities that they become aware of for the sale of Wireless Broadband Products and Services to the most recently published Fortune 1000 companies (the “Fortune 1000 Companies”); provided, that if a Fortune 1000 Company directly approaches the Company or the LLC to obtain services of the Wireless Broadband Network or other services sold by the Company or the LLC, then nothing in this Section 2.10(a) will preclude the Company or the LLC from making such sales directly so long as it also makes the referral to Sprint. Sprint and the Company will, from time to time, meet with respect to certain Fortune 1000 Companies and discuss in good faith opportunities where it may make sense for the Company or the LLC to service a particular account (e.g. regional headquarters). The Company and Sprint will each designate a contact point and use a mutually agreeable form and process for handling referrals. Sprint will appoint at least one representative to be responsible for handling the Sprint sales effort to the Fortune 1000 Companies. Sprint’s right to continue to be the primary enterprise sales force selling services on the Wireless Broadband Network to the Fortune 1000 Companies after the initial three-year period shall be subject to the mutual agreement of the Company and Sprint. Nothing in this Section 2.10(a) will preclude or affect the ability of any Person that is a party to a wholesale or MVNO agreement with the Company from marketing, promoting or selling the services of the Wireless Broadband Network to the Fortune 1000 Companies as long as such agreement is on customary, arms length terms and neither the Company nor any of its Subsidiaries owns any equity in such Person or is entitled to any revenue share or profit share on such sales, provided that no action taken by any Strategic Investor, Intel or any of their respective Affiliates shall be deemed to violate this Section 2.10(a).
Certain Undertakings. (a) Prior to entering into any agreement or arrangement with any Person pursuant to which the Company would effect a merger, scheme of arrangement, consolidation, recapitalization or other similar transaction in which the Company would not be the surviving Person, the Company shall, to the extent permitted by applicable law, provide for the assumption of the obligations of the Company set forth in this Agreement by such Person, unless such obligation is waived by the H&F Investors and the FF&L Investors. If the obligations of the Company cannot be assumed by such Person, the Company shall cause such Person to negotiate in good faith with the Shareholders to execute and deliver an agreement among such Person and the Shareholders on terms identical to this Agreement, subject only to modifications required by applicable law or mutually agreed upon by such Person and the H&F Investors and the FF&L Investors.
Certain Undertakings a. Retailer is not an agent, franchisee or partner of Vendor and agrees not to hold itself out as such. Retailer further agrees that it will not lead the public or its customers to conclude through its acts, omissions, store décor, employee uniforms, use of the Tempur-Pedic® products, trade dress or trademarks, etc., that Retailer is affiliated with or is, in fact, Vendor or that its retail locations are owned by Vendor. Retailer has not received or paid any fee for the right to become an authorized Tempur-Pedic® Retailer. Although Vendor may, on occasion, refer to retailers in the spirit of cooperation as its “retail partners,” Retailer acknowledges it has no legal partnership or fiduciary relationship with Vendor.
Certain Undertakings. (a) In consideration of the Company's undertakings pursuant to this Agreement, Consultant agrees that during the first and second years of the Term he will not, within the states in which Eastern operates its business or in which any of Eastern's Subsidiaries operates its business, engage, either as a principal, employee, partner, consultant or investor (other than through a 1% or smaller interest in a publicly traded entity) in a business which competes with any such business of Eastern or its Subsidiaries.
